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"The United Nations Convention for the International Sale of Goods (CISG) is \
a treaty among countries (including the United States and the Netherlands) \
that governs much of the commerce among the nations that account for two - \
thirds of all world trade. This article uses ",
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" as a hub for a multifaceted effort to analyze the text of this treaty. It \
uses the program's connection, regular expression and XML technologies to \
create a useful XML version of the treaty. It then combines MathLink and \
Pythonika as well as JLink and Lingpipe to develop computational linguistics \
functionality not yet implemented in ",
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"There are several electronic versions of the CISG stored in cyberspace. The \
best candidate for computer manipulation resides at the University of Oslo, \
Norway, which hosts a web site affiliated with Pace University in the United \
States, which also hosts a large repository of materials relating to the \
CISG. The Oslo repository is promising because the text, available at \
\"http://www.jus.uio.no/lm/un.contracts.international.sale.of.goods.\
convention.\\\n1980/dom.xml\", is already structured in XML. Due to the close \
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treaty and that facilitates linguistic analysis."
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"I begin the conversion process using the Oslo text by importing the XML \
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intellectual structure of the document: the CISG is comprised of six \
divisions (four \"parts,\" a \"declarations\" division and a division labeled \
\"entry into force\") with 101 sequentially numbered \"articles\" many of \
which contain sections and subsections. My version of the document thus \
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subarticles, deletes needless embedded formatting information, as well as \
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\\n THE STATES \
PARTIES TO THIS CONVENTION,\\n BEARING IN MIND the broad objectives in the resolutions \
adopted by the sixth special session of the General Assembly of the United \
Nations on the establishment of a New International Economic \
Order,\\n CONSIDERING that the \
development of international trade on the basis of equality and mutual \
benefit is an important element in promoting friendly relations among \
States,\\n BEING OF THE OPINION \
that the adoption of uniform rules which govern contracts for the \
international sale of goods and take into account the different social, \
economic and legal systems would contribute to the removal of legal barriers \
in international trade and promote the development of international \
trade,\\n HAVE DECREED as \
follows:\\n \\n \\n (2) \
The denunciation takes effect on the first day of the month following the \
expiration of twelve months after the notification is received by the \
depositary. Where a longer period for the denunciation to take effect is \
specified in the notification, the denunciation takes effect upon the \
expiration of such longer period after the notification is received by the \
depositary.\\n \\n \\n \\n \
DONE at Vienna, this day of eleventh day of April, \
one thousand nine hundred and eighty, in a single original, of which the \
Arabic, Chinese, English, French, Russian and Spanish texts are equally \
authentic.\\n IN WITNESS WHEREOF \
the undersigned plenipotentiaries, being duly authorized by their respective \
Governments, have signed this Convention.\\n \\n \
\\n \\n\"\>"}],
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trade on the basis of equality and mutual benefit is an important element in \
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"\"BEING OF THE OPINION that the adoption of uniform \
rules which govern contracts for the international sale of goods and take \
into account the different social, economic and legal systems would \
contribute to the removal of legal barriers in international trade and \
promote the development of international trade,\"", "]"}], ",",
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business in different States is to be disregarded whenever this fact does not \
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information disclosed by, the parties at any time before or at the conclusion \
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taken into consideration in determining the application of this \
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RowBox[{
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uniformity in its application and the observance of good faith in \
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RowBox[{
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absence of such principles, in conformity with the law applicable by virtue \
of the rules of private international law.\"", "]"}]}], "]"}], ",",
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RowBox[{
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intent where the other party knew or could not have been unaware what that \
intent was.\"", "]"}], ",",
RowBox[{
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RowBox[{
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given to all relevant circumstances of the case including the negotiations, \
any practices which the parties have established between themselves, usages \
and any subsequent conduct of the parties.\"", "]"}]}], "]"}], ",",
RowBox[{"\"article\"", "[",
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RowBox[{
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a usage of which the parties knew or ought to have known and which in \
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contracts of the type involved in the particular trade concerned.\"", "]"}]}],
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contract and its performance, having regard to the circumstances known to or \
contemplated by the parties at any time before or at the conclusion of the \
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RowBox[{
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this Convention that allows a contract of sale or its modification or \
termination by agreement or any offer, acceptance or other indication of \
intention to be made in any form other than in writing does not apply where \
any party has his place of business in a Contracting State which has made a \
declaration under article 96 of this Convention. The parties may not derogate \
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effective if the indication of assent does not reach the offeror within the \
time he has fixed or, if no time is fixed, within a reasonable time, due \
account being taken of the circumstances of the transaction, including the \
rapidity of the means of communication employed by the offeror. An oral offer \
must be accepted immediately unless the circumstances indicate otherwise.\"",
"]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(3) However, if, by virtue of the offer or as a result \
of practices which the parties have established between themselves or of \
usage, the offeree may indicate assent by performing an act, such as one \
relating to the dispatch of the goods or payment of the price, without notice \
to the offeror, the acceptance is effective at the moment the act is \
performed, provided that the act is performed within the period of time laid \
down in the preceding paragraph.\"", "]"}]}], "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) A reply to an offer which purports to be an \
acceptance but contains additions, limitations or other modifications is a \
rejection of the offer and constitutes a counter-offer.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) However, a reply to an offer which purports to be \
an acceptance but contains additional or different terms which do not \
materially alter the terms of the offer constitutes an acceptance, unless the \
offeror, without undue delay, objects orally to the discrepancy or dispatches \
a notice to that effect. If he does not so object, the terms of the contract \
are the terms of the offer with the modifications contained in the \
acceptance.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(3) Additional or different terms relating, among \
other things, to the price, payment, quality and quantity of the goods, place \
and time of delivery, extent of one party's liability to the other or the \
settlement of disputes are considered to alter the terms of the offer \
materially.\"", "]"}]}], "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) A period of time for acceptance fixed by the \
offeror in a telegram or a letter begins to run from the moment the telegram \
is handed in for dispatch or from the date shown on the letter or, if no such \
date is shown, from the date shown on the envelope. A period of time for \
acceptance fixed by the offeror by telephone, telex or other means of \
instantaneous communication, begins to run from the moment that the offer \
reaches the offeree.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) Official holidays or non-business days occurring \
during the period for acceptance are included in calculating the period. \
However, if a notice of acceptance cannot be delivered at the address of the \
offeror on the last day of the period because that day falls on an official \
holiday or a non-business day at the place of business of the offeror, the \
period is extended until the first business day which follows.\"", "]"}]}],
"]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) A late acceptance is nevertheless effective as an \
acceptance if without delay the offeror orally so informs the offeree or \
dispatches a notice to that effect.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) If a letter or other writing containing a late \
acceptance shows that it has been sent in such circumstances that if its \
transmission had been normal it would have reached the offeror in due time, \
the late acceptance is effective as an acceptance unless, without delay, the \
offeror orally informs the offeree that he considers his offer as having \
lapsed or dispatches a notice to that effect.\"", "]"}]}], "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"An acceptance may be withdrawn if the withdrawal \
reaches the offeror before or at the same time as the acceptance would have \
become effective.\"", "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"A contract is concluded at the moment when an \
acceptance of an offer becomes effective in accordance with the provisions of \
this Convention.\"", "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"For the purposes of this Part of the Convention, an \
offer, declaration of acceptance or any other indication of intention \
\\\"reaches\\\" the addressee when it is made orally to him or delivered by \
any other means to him personally, to his place of business or mailing \
address or, if he does not have a place of business or mailing address, to \
his habitual residence.\"", "]"}]}], "]"}], ",",
RowBox[{"\"PART\"", "[",
RowBox[{
RowBox[{"\"Chapter\"", "[",
RowBox[{
RowBox[{
"\"article\"", "[",
"\"A breach of contract committed by one of the parties \
is fundamental if it results in such detriment to the other party as \
substantially to deprive him of what he is entitled to expect under the \
contract, unless the party in breach did not foresee and a reasonable person \
of the same kind in the same circumstances would not have foreseen such a \
result.\"", "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"A declaration of avoidance of the contract is \
effective only if made by notice to the other party.\"", "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"Unless otherwise expressly provided in this Part of \
the Convention, if any notice, request or other communication is given or \
made by a party in accordance with this Part and by means appropriate in the \
circumstances, a delay or error in the transmission of the communication or \
its failure to arrive does not deprive that party of the right to rely on the \
communication.\"", "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"If, in accordance with the provisions of this \
Convention, one party is entitled to require performance of any obligation by \
the other party, a court is not bound to enter a judgement for specific \
performance unless the court would do so under its own law in respect of \
similar contracts of sale not governed by this Convention.\"", "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) A contract may be modified or terminated by the \
mere agreement of the parties.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) A contract in writing which contains a provision \
requiring any modification or termination by agreement to be in writing may \
not be otherwise modified or terminated by agreement. However, a party may be \
precluded by his conduct from asserting such a provision to the extent that \
the other party has relied on that conduct.\"", "]"}]}], "]"}]}], "]"}], ",",
RowBox[{"\"Chapter\"", "[",
RowBox[{
RowBox[{
"\"article\"", "[",
"\"The seller must deliver the goods, hand over any \
documents relating to them and transfer the property in the goods, as \
required by the contract and this Convention.\"", "]"}], ",",
RowBox[{"\"Section\"", "[",
RowBox[{
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{"\"subarticle\"", "[",
"\"If the seller is not bound to deliver the goods at any \
other particular place, his obligation to deliver consists:\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(a) if the contract of sale involves carriage of the \
goods - in handing the goods over to the first carrier for transmission to \
the buyer;\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(b) if, in cases not within the preceding \
subparagraph, the contract related to specific goods, or unidentified goods \
to be drawn from a specific stock or to be manufactured or produced, and at \
the time of the conclusion of the contract the parties knew that the goods \
were at, or were to be manufactured or produced at, a particular place - in \
placing the goods at the buyer's disposal at that place;\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(c) in other cases - in placing the goods at the \
buyer's disposal at the place where the seller had his place of business at \
the time of the conclusion of the contract.\"", "]"}]}], "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{"\"subarticle\"", "[",
"\"(1) If the seller, in accordance with the contract or \
this Convention, hands the goods over to a carrier and if the goods are not \
clearly identified to the contract by markings on the goods, by shipping \
documents or otherwise, the seller must give the buyer notice of the \
consignment specifying the goods.\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(2) If the seller is bound to arrange for carriage of \
the goods, he must make such contracts as are necessary for carriage to the \
place fixed by means of transportation appropriate in the circumstances and \
according to the usual terms for such transportation.\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(3) If the seller is not bound to effect insurance in \
respect of the carriage of the goods, he must, at the buyer's request, \
provide him with all available information necessary to enable him to effect \
such insurance.\"", "]"}]}], "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{"\"subarticle\"", "[",
"\"The seller must deliver the goods:\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(a) if a date is fixed by or determinable from the \
contract, on that date;\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(b) if a period of time is fixed by or determinable \
from the contract, at any time within that period unless circumstances \
indicate that the buyer is to choose a date; or\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(c) in any other case, within a reasonable time after \
the conclusion of the contract.\"", "]"}]}], "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"If the seller is bound to hand over documents relating \
to the goods, he must hand them over at the time and place and in the form \
required by the contract. If the seller has handed over documents before that \
time, he may, up to that time, cure any lack of conformity in the documents, \
if the exercise of this right does not cause the buyer unreasonable \
inconvenience or unreasonable expense. However, the buyer retains any right \
to claim damages as provided for in this Convention.\"", "]"}]}], "]"}], ",",
RowBox[{"\"Section\"", "[",
RowBox[{
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{"\"subarticle\"", "[",
"\"(1) The seller must deliver goods which are of the \
quantity, quality and description required by the contract and which are \
contained or packaged in the manner required by the contract.\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(2) Except where the parties have agreed otherwise, \
the goods do not conform with the contract unless they:\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(a) are fit for the purposes for which goods of the \
same description would ordinarily be used;\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(b) are fit for any particular purpose expressly or \
impliedly made known to the seller at the time of the conclusion of the \
contract, except where the circumstances show that the buyer did not rely, or \
that it was unreasonable for him to rely, on the seller's skill and \
judgement;\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(c) possess the qualities of goods which the seller \
has held out to the buyer as a sample or model;\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(d) are contained or packaged in the manner usual for \
such goods or, where there is no such manner, in a manner adequate to \
preserve and protect the goods.\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(3) The seller is not liable under subparagraphs (a) \
to (d) of the preceding paragraph for any lack of conformity of the goods if \
at the time of the conclusion of the contract the buyer knew or could not \
have been unaware of such lack of conformity.\"", "]"}]}], "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{"\"subarticle\"", "[",
"\"(1) The seller is liable in accordance with the \
contract and this Convention for any lack of conformity which exists at the \
time when the risk passes to the buyer, even though the lack of conformity \
becomes apparent only after that time.\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(2) The seller is also liable for any lack of \
conformity which occurs after the time indicated in the preceding paragraph \
and which is due to a breach of any of his obligations, including a breach of \
any guarantee that for a period of time the goods will remain fit for their \
ordinary purpose or for some particular purpose or will retain specified \
qualities or characteristics.\"", "]"}]}], "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"If the seller has delivered goods before the date for \
delivery, he may, up to that date, deliver any missing part or make up any \
deficiency in the quantity of the goods delivered, or deliver goods in \
replacement of any non-conforming goods delivered or remedy any lack of \
conformity in the goods delivered, provided that the exercise of this right \
does not cause the buyer unreasonable inconvenience or unreasonable expense. \
However, the buyer retains any right to claim damages as provided for in this \
Convention.\"", "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{"\"subarticle\"", "[",
"\"(1) The buyer must examine the goods, or cause them to \
be examined, within as short a period as is practicable in the circumstances.\
\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(2) If the contract involves carriage of the goods, \
examination may be deferred until after the goods have arrived at their \
destination.\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(3) If the goods are redirected in transit or \
redispatched by the buyer without a reasonable opportunity for examination by \
him and at the time of the conclusion of the contract the seller knew or \
ought to have known of the possibility of such redirection or redispatch, \
examination may be deferred until after the goods have arrived at the new \
destination.\"", "]"}]}], "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{"\"subarticle\"", "[",
"\"(1) The buyer loses the right to rely on a lack of \
conformity of the goods if he does not give notice to the seller specifying \
the nature of the lack of conformity within a reasonable time after he has \
discovered it or ought to have discovered it.\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(2) In any event, the buyer loses the right to rely on \
a lack of conformity of the goods if he does not give the seller notice \
thereof at the latest within a period of two years from the date on which the \
goods were actually handed over to the buyer, unless this time-limit is \
inconsistent with a contractual period of guarantee.\"", "]"}]}], "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"The seller is not entitled to rely on the provisions \
of articles 38 and 39 if the lack of conformity relates to facts of which he \
knew or could not have been unaware and which he did not disclose to the \
buyer.\"", "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"The seller must deliver goods which are free from any \
right or claim of a third party, unless the buyer agreed to take the goods \
subject to that right or claim. However, if such right or claim is based on \
industrial property or other intellectual property, the seller's obligation \
is governed by article 42.\"", "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{"\"subarticle\"", "[",
"\"(1) The seller must deliver goods which are free from \
any right or claim of a third party based on industrial property or other \
intellectual property, of which at the time of the conclusion of the contract \
the seller knew or could not have been unaware, provided that the right or \
claim is based on industrial property or other intellectual property:\"",
"]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(a) under the law of the State where the goods will be \
resold or otherwise used, if it was contemplated by the parties at the time \
of the conclusion of the contract that the goods would be resold or otherwise \
used in that State; or\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(b) in any other case, under the law of the State \
where the buyer has his place of business.\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(2) The obligation of the seller under the preceding \
paragraph does not extend to cases where:\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(a) at the time of the conclusion of the contract the \
buyer knew or could not have been unaware of the right or claim; or\"", "]"}],
",",
RowBox[{"\"subarticle\"", "[",
"\"(b) the right or claim results from the seller's \
compliance with technical drawings, designs, formulae or other such \
specifications furnished by the buyer.\"", "]"}]}], "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{"\"subarticle\"", "[",
"\"(1) The buyer loses the right to rely on the \
provisions of article 41 or article 42 if he does not give notice to the \
seller specifying the nature of the right or claim of the third party within \
a reasonable time after he has become aware or ought to have become aware of \
the right or claim.\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(2) The seller is not entitled to rely on the \
provisions of the preceding paragraph if he knew of the right or claim of the \
third party and the nature of it.\"", "]"}]}], "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{"\"subarticle\"", "[",
"\"Notwithstanding the provisions of paragraph (1) of \
article 39 and paragraph (1) of article 43, the buyer may reduce the price in \
accordance with article 50 or claim damages, except for loss of profit, if he \
has a reasonable excuse for his failure to give the required notice.\"",
"]"}], "]"}]}], "]"}], ",",
RowBox[{"\"Section\"", "[",
RowBox[{
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{"\"subarticle\"", "[",
"\"(1) If the seller fails to perform any of his \
obligations under the contract or this Convention, the buyer may:\"", "]"}],
",",
RowBox[{"\"subarticle\"", "[",
"\"(a) exercise the rights provided in articles 46 to 52;\
\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(b) claim damages as provided in articles 74 to 77.\"",
"]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(2) The buyer is not deprived of any right he may have \
to claim damages by exercising his right to other remedies.\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(3) No period of grace may be granted to the seller by \
a court or arbitral tribunal when the buyer resorts to a remedy for breach of \
contract.\"", "]"}]}], "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{"\"subarticle\"", "[",
"\"(1) The buyer may require performance by the seller of \
his obligations unless the buyer has resorted to a remedy which is \
inconsistent with this requirement.\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(2) If the goods do not conform with the contract, the \
buyer may require delivery of substitute goods only if the lack of conformity \
constitutes a fundamental breach of contract and a request for substitute \
goods is made either in conjunction with notice given under article 39 or \
within a reasonable time thereafter.\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(3) If the goods do not conform with the contract, the \
buyer may require the seller to remedy the lack of conformity by repair, \
unless this is unreasonable having regard to all the circumstances. A request \
for repair must be made either in conjunction with notice given under article \
39 or within a reasonable time thereafter.\"", "]"}]}], "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{"\"subarticle\"", "[",
"\"(1) The buyer may fix an additional period of time of \
reasonable length for performance by the seller of his obligations.\"", "]"}],
",",
RowBox[{"\"subarticle\"", "[",
"\"(2) Unless the buyer has received notice from the \
seller that he will not perform within the period so fixed, the buyer may \
not, during that period, resort to any remedy for breach of contract. \
However, the buyer is not deprived thereby of any right he may have to claim \
damages for delay in performance.\"", "]"}]}], "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{"\"subarticle\"", "[",
"\"(1) Subject to article 49, the seller may, even after \
the date for delivery, remedy at his own expense any failure to perform his \
obligations, if he can do so without unreasonable delay and without causing \
the buyer unreasonable inconvenience or uncertainty of reimbursement by the \
seller of expenses advanced by the buyer. However, the buyer retains any \
right to claim damages as provided for in this Convention.\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(2) If the seller requests the buyer to make known \
whether he will accept performance and the buyer does not comply with the \
request within a reasonable time, the seller may perform within the time \
indicated in his request. The buyer may not, during that period of time, \
resort to any remedy which is inconsistent with performance by the seller.\"",
"]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(3) A notice by the seller that he will perform within \
a specified period of time is assumed to include a request, under the \
preceding paragraph, that the buyer make known his decision.\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(4) A request or notice by the seller under paragraph \
(2) or (3) of this article is not effective unless received by the buyer.\"",
"]"}]}], "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{"\"subarticle\"", "[",
"\"(1) The buyer may declare the contract avoided:\"",
"]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(a) if the failure by the seller to perform any of his \
obligations under the contract or this Convention amounts to a fundamental \
breach of contract; or\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(b) in case of non-delivery, if the seller does not \
deliver the goods within the additional period of time fixed by the buyer in \
accordance with paragraph (1) of article 47 or declares that he will not \
deliver within the period so fixed.\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(2) However, in cases where the seller has delivered \
the goods, the buyer loses the right to declare the contract avoided unless \
he does so:\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(a) in respect of late delivery, within a reasonable \
time after he has become aware that delivery has been made;\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(b) in respect of any breach other than late delivery, \
within a reasonable time:\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(i) after he knew or ought to have known of the \
breach;\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(ii) after the expiration of any additional period of \
time fixed by the buyer in accordance with paragraph (1) of article 47, or \
after the seller has declared that he will not perform his obligations within \
such an additional period; or\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(iii) after the expiration of any additional period of \
time indicated by the seller in accordance with paragraph (2) of article 48, \
or after the buyer has declared that he will not accept performance.\"",
"]"}]}], "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"If the goods do not conform with the contract and \
whether or not the price has already been paid, the buyer may reduce the \
price in the same proportion as the value that the goods actually delivered \
had at the time of the delivery bears to the value that conforming goods \
would have had at that time. However, if the seller remedies any failure to \
perform his obligations in accordance with article 37 or article 48 or if the \
buyer refuses to accept performance by the seller in accordance with those \
articles, the buyer may not reduce the price.\"", "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{"\"subarticle\"", "[",
"\"(1) If the seller delivers only a part of the goods or \
if only a part of the goods delivered is in conformity with the contract, \
articles 46 to 50 apply in respect of the part which is missing or which does \
not conform.\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(2) The buyer may declare the contract avoided in its \
entirety only if the failure to make delivery completely or in conformity \
with the contract amounts to a fundamental breach of the contract.\"",
"]"}]}], "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{"\"subarticle\"", "[",
"\"(1) If the seller delivers the goods before the date \
fixed, the buyer may take delivery or refuse to take delivery.\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(2) If the seller delivers a quantity of goods greater \
than that provided for in the contract, the buyer may take delivery or refuse \
to take delivery of the excess quantity. If the buyer takes delivery of all \
or part of the excess quantity, he must pay for it at the contract rate.\"",
"]"}]}], "]"}]}], "]"}]}], "]"}], ",",
RowBox[{"\"Chapter\"", "[",
RowBox[{
RowBox[{
"\"article\"", "[",
"\"The buyer must pay the price for the goods and take \
delivery of them as required by the contract and this Convention.\"", "]"}],
",",
RowBox[{"\"Section\"", "[",
RowBox[{
RowBox[{
"\"article\"", "[",
"\"The buyer's obligation to pay the price includes \
taking such steps and complying with such formalities as may be required \
under the contract or any laws and regulations to enable payment to be \
made.\"", "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"Where a contract has been validly concluded but does \
not expressly or implicitly fix or make provision for determining the price, \
the parties are considered, in the absence of any indication to the contrary, \
to have impliedly made reference to the price generally charged at the time \
of the conclusion of the contract for such goods sold under comparable \
circumstances in the trade concerned.\"", "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"If the price is fixed according to the weight of the \
goods, in case of doubt it is to be determined by the net weight.\"", "]"}],
",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{"\"subarticle\"", "[",
"\"(1) If the buyer is not bound to pay the price at any \
other particular place, he must pay it to the seller:\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(a) at the seller's place of business; or\"", "]"}],
",",
RowBox[{"\"subarticle\"", "[",
"\"(b) if the payment is to be made against the handing \
over of the goods or of documents, at the place where the handing over takes \
place.\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(2) The seller must bear any increases in the expenses \
incidental to payment which is caused by a change in his place of business \
subsequent to the conclusion of the contract.\"", "]"}]}], "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{"\"subarticle\"", "[",
"\"(1) If the buyer is not bound to pay the price at any \
other specific time, he must pay it when the seller places either the goods \
or documents controlling their disposition at the buyer's disposal in \
accordance with the contract and this Convention. The seller may make such \
payment a condition for handing over the goods or documents.\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(2) If the contract involves carriage of the goods, \
the seller may dispatch the goods on terms whereby the goods, or documents \
controlling their disposition, will not be handed over to the buyer except \
against payment of the price.\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(3) The buyer is not bound to pay the price until he \
has had an opportunity to examine the goods, unless the procedures for \
delivery or payment agreed upon by the parties are inconsistent with his \
having such an opportunity.\"", "]"}]}], "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"The buyer must pay the price on the date fixed by or \
determinable from the contract and this Convention without the need for any \
request or compliance with any formality on the part of the seller.\"",
"]"}]}], "]"}], ",",
RowBox[{"\"Section\"", "[",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{"\"subarticle\"", "[",
"\"The buyer's obligation to take delivery consists:\"",
"]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(a) in doing all the acts which could reasonably be \
expected of him in order to enable the seller to make delivery; and\"", "]"}],
",",
RowBox[{"\"subarticle\"", "[",
"\"(b) in taking over the goods.\"", "]"}]}], "]"}],
"]"}], ",",
RowBox[{"\"Section\"", "[",
RowBox[{
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{"\"subarticle\"", "[",
"\"(1) If the buyer fails to perform any of his \
obligations under the contract or this Convention, the seller may:\"", "]"}],
",",
RowBox[{"\"subarticle\"", "[",
"\"(a) exercise the rights provided in articles 62 to 65;\
\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(b) claim damages as provided in articles 74 to 77.\"",
"]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(2) The seller is not deprived of any right he may \
have to claim damages by exercising his right to other remedies.\"", "]"}],
",",
RowBox[{"\"subarticle\"", "[",
"\"(3) No period of grace may be granted to the buyer by \
a court or arbitral tribunal when the seller resorts to a remedy for breach \
of contract.\"", "]"}]}], "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"The seller may require the buyer to pay the price, \
take delivery or perform his other obligations, unless the seller has \
resorted to a remedy which is inconsistent with this requirement.\"", "]"}],
",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{"\"subarticle\"", "[",
"\"(1) The seller may fix an additional period of time of \
reasonable length for performance by the buyer of his obligations.\"", "]"}],
",",
RowBox[{"\"subarticle\"", "[",
"\"(2) Unless the seller has received notice from the \
buyer that he will not perform within the period so fixed, the seller may \
not, during that period, resort to any remedy for breach of contract. \
However, the seller is not deprived thereby of any right he may have to claim \
damages for delay in performance.\"", "]"}]}], "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{"\"subarticle\"", "[",
"\"(1) The seller may declare the contract avoided:\"",
"]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(a) if the failure by the buyer to perform any of his \
obligations under the contract or this Convention amounts to a fundamental \
breach of contract; or\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(b) if the buyer does not, within the additional \
period of time fixed by the seller in accordance with paragraph (1) of \
article 63, perform his obligation to pay the price or take delivery of the \
goods, or if he declares that he will not do so within the period so \
fixed.\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(2) However, in cases where the buyer has paid the \
price, the seller loses the right to declare the contract avoided unless he \
does so:\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(a) in respect of late performance by the buyer, \
before the seller has become aware that performance has been rendered; or\"",
"]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(b) in respect of any breach other than late \
performance by the buyer, within a reasonable time:\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(i) after the seller knew or ought to have known of \
the breach; or\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(ii) after the expiration of any additional period of \
time fixed by the seller in accordance with paragraph (1) or article 63, or \
after the buyer has declared that he will not perform his obligations within \
such an additional period.\"", "]"}]}], "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{"\"subarticle\"", "[",
"\"(1) If under the contract the buyer is to specify the \
form, measurement or other features of the goods and he fails to make such \
specification either on the date agreed upon or within a reasonable time \
after receipt of a request from the seller, the seller may, without prejudice \
to any other rights he may have, make the specification himself in accordance \
with the requirements of the buyer that may be known to him.\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(2) If the seller makes the specification himself, he \
must inform the buyer of the details thereof and must fix a reasonable time \
within which the buyer may make a different specification. If, after receipt \
of such a communication, the buyer fails to do so within the time so fixed, \
the specification made by the seller is binding.\"", "]"}]}], "]"}]}],
"]"}]}], "]"}], ",",
RowBox[{"\"Chapter\"", "[",
RowBox[{
RowBox[{
"\"article\"", "[",
"\"Loss of or damage to the goods after the risk has \
passed to the buyer does not discharge him from his obligation to pay the \
price, unless the loss or damage is due to an act or omission of the \
seller.\"", "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) If the contract of sale involves carriage of the \
goods and the seller is not bound to hand them over at a particular place, \
the risk passes to the buyer when the goods are handed over to the first \
carrier for transmission to the buyer in accordance with the contract of \
sale. If the seller is bound to hand the goods over to a carrier at a \
particular place, the risk does not pass to the buyer until the goods are \
handed over to the carrier at that place. The fact that the seller is \
authorized to retain documents controlling the disposition of the goods does \
not affect the passage of the risk.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) Nevertheless, the risk does not pass to the buyer \
until the goods are clearly identified to the contract, whether by markings \
on the goods, by shipping documents, by notice given to the buyer or \
otherwise.\"", "]"}]}], "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"The risk in respect of goods sold in transit passes to \
the buyer from the time of the conclusion of the contract. However, if the \
circumstances so indicate, the risk is assumed by the buyer from the time the \
goods were handed over to the carrier who issued the documents embodying the \
contract of carriage. Nevertheless, if at the time of the conclusion of the \
contract of sale the seller knew or ought to have known that the goods had \
been lost or damaged and did not disclose this to the buyer, the loss or \
damage is at the risk of the seller.\"", "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) In cases not within articles 67 and 68, the risk \
passes to the buyer when he takes over the goods or, if he does not do so in \
due time, from the time when the goods are placed at his disposal and he \
commits a breach of contract by failing to take delivery.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) However, if the buyer is bound to take over the \
goods at a place other than a place of business of the seller, the risk \
passes when delivery is due and the buyer is aware of the fact that the goods \
are placed at his disposal at that place.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(3) If the contract relates to goods not then \
identified, the goods are considered not to be placed at the disposal of the \
buyer until they are clearly identified to the contract.\"", "]"}]}], "]"}],
",",
RowBox[{
"\"article\"", "[",
"\"If the seller has committed a fundamental breach of \
contract, articles 67, 68 and 69 do not impair the remedies available to the \
buyer on account of the breach.\"", "]"}]}], "]"}], ",",
RowBox[{"\"Chapter\"", "[",
RowBox[{
RowBox[{"\"Section\"", "[",
RowBox[{
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{"\"subarticle\"", "[",
"\"(1) A party may suspend the performance of his \
obligations if, after the conclusion of the contract, it becomes apparent \
that the other party will not perform a substantial part of his obligations \
as a result of:\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(a) a serious deficiency in his ability to perform or \
in his creditworthiness; or\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(b) his conduct in preparing to perform or in \
performing the contract.\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(2) If the seller has already dispatched the goods \
before the grounds described in the preceding paragraph become evident, he \
may prevent the handing over of the goods to the buyer even though the buyer \
holds a document which entitles him to obtain them. The present paragraph \
relates only to the rights in the goods as between the buyer and the \
seller.\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(3) A party suspending performance, whether before or \
after dispatch of the goods, must immediately give notice of the suspension \
to the other party and must continue with performance if the other party \
provides adequate assurance of his performance.\"", "]"}]}], "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{"\"subarticle\"", "[",
"\"(1) If prior to the date for performance of the \
contract it is clear that one of the parties will commit a fundamental breach \
of contract, the other party may declare the contract avoided.\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(2) If time allows, the party intending to declare the \
contract avoided must give reasonable notice to the other party in order to \
permit him to provide adequate assurance of his performance.\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(3) The requirements of the preceding paragraph do not \
apply if the other party has declared that he will not perform his \
obligations.\"", "]"}]}], "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{"\"subarticle\"", "[",
"\"(1) In the case of a contract for delivery of goods by \
instalments, if the failure of one party to perform any of his obligations in \
respect of any instalment constitutes a fundamental breach of contract with \
respect to that instalment, the other party may declare the contract avoided \
with respect to that instalment.\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(2) If one party's failure to perform any of his \
obligations in respect of any instalment gives the other party good grounds \
to conclude that a fundamental breach of contract will occur with respect to \
future instalments, he may declare the contract avoided for the future, \
provided that he does so within a reasonable time.\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(3) A buyer who declares the contract avoided in \
respect of any delivery may, at the same time, declare it avoided in respect \
of deliveries already made or of future deliveries if, by reason of their \
interdependence, those deliveries could not be used for the purpose \
contemplated by the parties at the time of the conclusion of the contract.\"",
"]"}]}], "]"}]}], "]"}], ",",
RowBox[{"\"Section\"", "[",
RowBox[{
RowBox[{
"\"article\"", "[",
"\"Damages for breach of contract by one party consist of \
a sum equal to the loss, including loss of profit, suffered by the other \
party as a consequence of the breach. Such damages may not exceed the loss \
which the party in breach foresaw or ought to have foreseen at the time of \
the conclusion of the contract, in the light of the facts and matters of \
which he then knew or ought to have known, as a possible consequence of the \
breach of contract.\"", "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"If the contract is avoided and if, in a reasonable \
manner and within a reasonable time after avoidance, the buyer has bought \
goods in replacement or the seller has resold the goods, the party claiming \
damages may recover the difference between the contract price and the price \
in the substitute transaction as well as any further damages recoverable \
under article 74.\"", "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{"\"subarticle\"", "[",
"\"(1) If the contract is avoided and there is a current \
price for the goods, the party claiming damages may, if he has not made a \
purchase or resale under article 75, recover the difference between the price \
fixed by the contract and the current price at the time of avoidance as well \
as any further damages recoverable under article 74. If, however, the party \
claiming damages has avoided the contract after taking over the goods, the \
current price at the time of such taking over shall be applied instead of the \
current price at the time of avoidance.\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(2) For the purposes of the preceding paragraph, the \
current price is the price prevailing at the place where delivery of the \
goods should have been made or, if there is no current price at that place, \
the price at such other place as serves as a reasonable substitute, making \
due allowance for differences in the cost of transporting the goods.\"",
"]"}]}], "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"A party who relies on a breach of contract must take \
such measures as are reasonable in the circumstances to mitigate the loss, \
including loss of profit, resulting from the breach. If he fails to take such \
measures, the party in breach may claim a reduction in the damages in the \
amount by which the loss should have been mitigated.\"", "]"}]}], "]"}], ",",
RowBox[{"\"Section\"", "[",
RowBox[{
"\"article\"", "[",
"\"If a party fails to pay the price or any other sum \
that is in arrears, the other party is entitled to interest on it, without \
prejudice to any claim for damages recoverable under article 74.\"", "]"}],
"]"}], ",",
RowBox[{"\"Section\"", "[",
RowBox[{
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{"\"subarticle\"", "[",
"\"(1) A party is not liable for a failure to perform any \
of his obligations if he proves that the failure was due to an impediment \
beyond his control and that he could not reasonably be expected to have taken \
the impediment into account at the time of the conclusion of the contract or \
to have avoided or overcome it or its consequences.\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(2) If the party's failure is due to the failure by a \
third person whom he has engaged to perform the whole or a part of the \
contract, that party is exempt from liability only if:\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(a) he is exempt under the preceding paragraph; and\"",
"]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(b) the person whom he has so engaged would be so \
exempt if the provisions of that paragraph were applied to him.\"", "]"}],
",",
RowBox[{"\"subarticle\"", "[",
"\"(3) The exemption provided by this article has effect \
for the period during which the impediment exists.\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(4) The party who fails to perform must give notice to \
the other party of the impediment and its effect on his ability to perform. \
If the notice is not received by the other party within a reasonable time \
after the party who fails to perform knew or ought to have known of the \
impediment, he is liable for damages resulting from such non-receipt.\"",
"]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(5) Nothing in this article prevents either party from \
exercising any right other than to claim damages under this Convention.\"",
"]"}]}], "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"A party may not rely on a failure of the other party \
to perform, to the extent that such failure was caused by the first party's \
act or omission.\"", "]"}]}], "]"}], ",",
RowBox[{"\"Section\"", "[",
RowBox[{
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{"\"subarticle\"", "[",
"\"(1) Avoidance of the contract releases both parties \
from their obligations under it, subject to any damages which may be due. \
Avoidance does not affect any provision of the contract for the settlement of \
disputes or any other provision of the contract governing the rights and \
obligations of the parties consequent upon the avoidance of the contract.\"",
"]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(2) A party who has performed the contract either \
wholly or in part may claim restitution from the other party of whatever the \
first party has supplied or paid under the contract. If both parties are \
bound to make restitution, they must do so concurrently.\"", "]"}]}], "]"}],
",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{"\"subarticle\"", "[",
"\"(1) The buyer loses the right to declare the contract \
avoided or to require the seller to deliver substitute goods if it is \
impossible for him to make restitution of the goods substantially in the \
condition in which he received them.\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(2) The preceding paragraph does not apply:\"", "]"}],
",",
RowBox[{"\"subarticle\"", "[",
"\"(a) if the impossibility of making restitution of the \
goods or of making restitution of the goods substantially in the condition in \
which the buyer received them is not due to his act or omission;\"", "]"}],
",",
RowBox[{"\"subarticle\"", "[",
"\"(b) if the goods or part of the goods have perished or \
deteriorated as a result of the examination provided for in article 38; or\"",
"]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(c) if the goods or part of the goods have been sold \
in the normal course of business or have been consumed or transformed by the \
buyer in the course normal use before he discovered or ought to have \
discovered the lack of conformity.\"", "]"}]}], "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"A buyer who has lost the right to declare the contract \
avoided or to require the seller to deliver substitute goods in accordance \
with article 82 retains all other remedies under the contract and this \
Convention.\"", "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{"\"subarticle\"", "[",
"\"(1) If the seller is bound to refund the price, he \
must also pay interest on it, from the date on which the price was paid.\"",
"]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(2) The buyer must account to the seller for all \
benefits which he has derived from the goods or part of them:\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(a) if he must make restitution of the goods or part \
of them; or\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(b) if it is impossible for him to make restitution of \
all or part of the goods or to make restitution of all or part of the goods \
substantially in the condition in which he received them, but he has \
nevertheless declared the contract avoided or required the seller to deliver \
substitute goods.\"", "]"}]}], "]"}]}], "]"}], ",",
RowBox[{"\"Section\"", "[",
RowBox[{
RowBox[{
"\"article\"", "[",
"\"If the buyer is in delay in taking delivery of the \
goods or, where payment of the price and delivery of the goods are to be made \
concurrently, if he fails to pay the price, and the seller is either in \
possession of the goods or otherwise able to control their disposition, the \
seller must take such steps as are reasonable in the circumstances to \
preserve them. He is entitled to retain them until he has been reimbursed his \
reasonable expenses by the buyer.\"", "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{"\"subarticle\"", "[",
"\"(1) If the buyer has received the goods and intends to \
exercise any right under the contract or this Convention to reject them, he \
must take such steps to preserve them as are reasonable in the circumstances. \
He is entitled to retain them until he has been reimbursed his reasonable \
expenses by the seller.\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(2) If goods dispatched to the buyer have been placed \
at his disposal at their destination and he exercises the right to reject \
them, he must take possession of them on behalf of the seller, provided that \
this can be done without payment of the price and without unreasonable \
inconvenience or unreasonable expense. This provision does not apply if the \
seller or a person authorized to take charge of the goods on his behalf is \
present at the destination. If the buyer takes possession of the goods under \
this paragraph, his rights and obligations are governed by the preceding \
paragraph.\"", "]"}]}], "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"A party who is bound to take steps to preserve the \
goods may deposit them in a warehouse of a third person at the expense of the \
other party provided that the expense incurred is not unreasonable.\"", "]"}],
",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{"\"subarticle\"", "[",
"\"(1) A party who is bound to preserve the goods in \
accordance with article 85 or 86 may sell them by any appropriate means if \
there has been an unreasonable delay by the other party in taking possession \
of the goods or in taking them back or in paying the price or the cost of \
preservation, provided that reasonable notice of the intention to sell has \
been given to the other party.\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(2) If the goods are subject to rapid deterioration or \
their preservation would involve unreasonable expense, a party who is bound \
to preserve the goods in accordance with article 85 or 86 must take \
reasonable measures to sell them. To the extent possible he must give notice \
to the other party of his intention to sell.\"", "]"}], ",",
RowBox[{"\"subarticle\"", "[",
"\"(3) A party selling the goods has the right to retain \
out of the proceeds of sale an amount equal to the reasonable expenses of \
preserving the goods and of selling them. He must account to the other party \
for the balance.\"", "]"}]}], "]"}]}], "]"}]}], "]"}]}], "]"}], ",",
RowBox[{"\"PART\"", "[",
RowBox[{
RowBox[{
"\"article\"", "[",
"\"The Secretary-General of the United Nations is hereby \
designated as the depositary for this Convention.\"", "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"This Convention does not prevail over any international \
agreement which has already been or may be entered into and which contains \
provisions concerning the matters governed by this Convention, provided that \
the parties have their places of business in States parties to such \
agreement.\"", "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) This Convention is open for signature at the \
concluding meeting of the United Nations Conference on Contracts for the \
International Sale of Goods and will remain open for signature by all States \
at the Headquarters of the United Nations, New York until 30 September \
1981.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) This Convention is subject to ratification, \
acceptance or approval by the signatory States.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(3) This Convention is open for accession by all \
States which are not signatory States as from the date it is open for \
signature.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(4) Instruments of ratification, acceptance, approval \
and accession are to be deposited with the Secretary-General of the United \
Nations.\"", "]"}]}], "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) A Contracting State may declare at the time of \
signature, ratification, acceptance, approval or accession that it will not \
be bound by Part II of this Convention or that it will not be bound by Part \
III of this Convention.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) A Contracting State which makes a declaration in \
accordance with the preceding paragraph in respect of Part II or Part III of \
this Convention is not to be considered a Contracting State within paragraph \
(1) of article 1 of this Convention in respect of matters governed by the \
Part to which the declaration applies.\"", "]"}]}], "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) If a Contracting State has two or more territorial \
units in which, according to its constitution, different systems of law are \
applicable in relation to the matters dealt with in this Convention, it may, \
at the time of signature, ratification, acceptance, approval or accession, \
declare that this Convention is to extend to all its territorial units or \
only to one or more of them, and may amend its declaration by submitting \
another declaration at any time.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) These declarations are to be notified to the \
depositary and are to state expressly the territorial units to which the \
Convention extends.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(3) If, by virtue of a declaration under this article, \
this Convention extends to one or more but not all of the territorial units \
of a Contracting State, and if the place of business of a party is located in \
that State, this place of business, for the purposes of this Convention, is \
considered not to be in a Contracting State, unless it is in a territorial \
unit to which the Convention extends.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(4) If a Contracting State makes no declaration under \
paragraph (1) of this article, the Convention is to extend to all territorial \
units of that State.\"", "]"}]}], "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) Two or more Contracting States which have the same \
or closely related legal rules on matters governed by this Convention may at \
any time declare that the Convention is not to apply to contracts of sale or \
to their formation where the parties have their places of business in those \
States. Such declarations may be made jointly or by reciprocal unilateral \
declarations.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) A Contracting State which has the same or closely \
related legal rules on matters governed by this Convention as one or more \
non-Contracting States may at any time declare that the Convention is not to \
apply to contracts of sale or to their formation where the parties have their \
places of business in those States.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(3) If a State which is the object of a declaration \
under the preceding paragraph subsequently becomes a Contracting State, the \
declaration made will, as from the date on which the Convention enters into \
force in respect of the new Contracting State, have the effect of a \
declaration made under paragraph (1), provided that the new Contracting State \
joins in such declaration or makes a reciprocal unilateral declaration.\"",
"]"}]}], "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
"\"subarticle\"", "[",
"\"Any State may declare at the time of the deposit of \
its instrument of ratification, acceptance, approval or accession that it \
will not be bound by subparagraph (1)(b) of article 1 of this Convention.\"",
"]"}], "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"A Contracting State whose legislation requires \
contracts of sale to be concluded in or evidenced by writing may at any time \
make a declaration in accordance with article 12 that any provision of \
article 11, article 29, or Part II of this Convention, that allows a contract \
of sale or its modification or termination by agreement or any offer, \
acceptance, or other indication of intention to be made in any form other \
than in writing, does not apply where any party has his place of business in \
that State.\"", "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) Declarations made under this Convention at the \
time of signature are subject to confirmation upon ratification, acceptance \
or approval.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) Declarations and confirmations of declarations are \
to be in writing and be formally notified to the depositary.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(3) A declaration takes effect simultaneously with the \
entry into force of this Convention in respect of the State concerned. \
However, a declaration of which the depositary receives formal notification \
after such entry into force takes effect on the first day of the month \
following the expiration of six months after the date of its receipt by the \
depositary. Reciprocal unilateral declarations under article 94 take effect \
on the first day of the month following the expiration of six months after \
the receipt of the latest declaration by the depositary.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(4) Any State which makes a declaration under this \
Convention may withdraw it at any time by a formal notification in writing \
addressed to the depositary. Such withdrawal is to take effect on the first \
day of the month following the expiration of six months after the date of the \
receipt of the notification by the depositary.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(5) A withdrawal of a declaration made under article \
94 renders inoperative, as from the date on which the withdrawal takes \
effect, any reciprocal declaration made by another State under that \
article.\"", "]"}]}], "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"No reservations are permitted except those expressly \
authorized in this Convention.\"", "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) This Convention enters into force, subject to the \
provisions of paragraph (6) of this article, on the first day of the month \
following the expiration of twelve months after the date of deposit of the \
tenth instrument of ratification, acceptance, approval or accession, \
including an instrument which contains a declaration made under article \
92.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) When a State ratifies, accepts, approves or \
accedes to this Convention after the deposit of the tenth instrument of \
ratification, acceptance, approval or accession, this Convention, with the \
exception of the Part excluded, enters into force in respect of that State, \
subject to the provisions of paragraph (6) of this article, on the first day \
of the month following the expiration of twelve months after the date of the \
deposit of its instrument of ratification, acceptance, approval or accession.\
\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(3) A State which ratifies, accepts, approves or \
accedes to this Convention and is a party to either or both the Convention \
relating to a Uniform Law on the Formation of Contracts for the International \
Sale of Goods done at The Hague on 1 July 1964 (1964 Hague Formation \
Convention) and the Convention relating to a Uniform Law on the International \
Sale of Goods done at The Hague on 1 July 1964 (1964 Hague Sales Convention) \
shall at the same time denounce, as the case may be, either or both the 1964 \
Hague Sales Convention and the 1964 Hague Formation Convention by notifying \
the Government of the Netherlands to that effect.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(4) A State party to the 1964 Hague Sales Convention \
which ratifies, accepts, approves or accedes to the present Convention and \
declares or has declared under article 52 that it will not be bound by Part \
II of this Convention shall at the time of ratification, acceptance, approval \
or accession denounce the 1964 Hague Sales Convention by notifying the \
Government of the Netherlands to that effect.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(5) A State party to the 1964 Hague Formation \
Convention which ratifies, accepts, approves or accedes to the present \
Convention and declares or has declared under article 92 that it will not be \
bound by Part III of this Convention shall at the time of ratification, \
acceptance, approval or accession denounce the 1964 Hague Formation \
Convention by notifying the Government of the Netherlands to that effect.\"",
"]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(6) For the purpose of this article, ratifications, \
acceptances, approvals and accessions in respect of this Convention by States \
parties to the 1964 Hague Formation Convention or to the 1964 Hague Sales \
Convention shall not be effective until such denunciations as may be required \
on the part of those States in respect of the latter two Conventions have \
themselves become effective. The depositary of this Convention shall consult \
with the Government of the Netherlands, as the depositary of the 1964 \
Conventions, so as to ensure necessary co-ordination in this respect.\"",
"]"}]}], "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) This Convention applies to the formation of a \
contract only when the proposal for concluding the contract is made on or \
after the date when the Convention enters into force in respect of the \
Contracting States referred to in subparagraph (1)(a) or the Contracting \
State referred to in subparagraph (1)(b) of article 1.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) This Convention applies only to contracts \
concluded on or after the date when the Convention enters into force in \
respect of the Contracting States referred to in subparagraph (1)(a) or the \
Contracting State referred to in subparagraph (1)(b) of article 1.\"",
"]"}]}], "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) A Contracting State may denounce this Convention, \
or Part II or Part III of the Convention, by a formal notification in writing \
addressed to the depositary.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) The denunciation takes effect on the first day of \
the month following the expiration of twelve months after the notification is \
received by the depositary. Where a longer period for the denunciation to \
take effect is specified in the notification, the denunciation takes effect \
upon the expiration of such longer period after the notification is received \
by the depositary.\"", "]"}]}], "]"}], ",",
RowBox[{"\"Chapter\"", "[",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"DONE at Vienna, this day of eleventh day of April, one \
thousand nine hundred and eighty, in a single original, of which the Arabic, \
Chinese, English, French, Russian and Spanish texts are equally authentic.\"",
"]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"IN WITNESS WHEREOF the undersigned plenipotentiaries, \
being duly authorized by their respective Governments, have signed this \
Convention.\"", "]"}]}], "]"}], "]"}]}], "]"}]}], "]"}], HoldForm]],
Annotation[#,
HoldForm[
"CISG"[
"PART"[
"article"[
"subarticle"["THE STATES PARTIES TO THIS CONVENTION,"],
"subarticle"[
"BEARING IN MIND the broad objectives in the resolutions adopted \
by the sixth special session of the General Assembly of the United Nations on \
the establishment of a New International Economic Order,"],
"subarticle"[
"CONSIDERING that the development of international trade on the \
basis of equality and mutual benefit is an important element in promoting \
friendly relations among States,"],
"subarticle"[
"BEING OF THE OPINION that the adoption of uniform rules which \
govern contracts for the international sale of goods and take into account \
the different social, economic and legal systems would contribute to the \
removal of legal barriers in international trade and promote the development \
of international trade,"],
"subarticle"["HAVE DECREED as follows:"]]],
"PART"[
"Chapter"[
"article"[
"subarticle"[
"(1) This Convention applies to contracts of sale of goods \
between parties whose places of business are in different States:"],
"subarticle"["(a) when the States are Contracting States; or"],
"subarticle"[
"(b) when the rules of private international law lead to the \
application of the law of a Contracting State."],
"subarticle"[
"(2) The fact that the parties have their places of business in \
different States is to be disregarded whenever this fact does not appear \
either from the contract or from any dealings between, or from information \
disclosed by, the parties at any time before or at the conclusion of the \
contract."],
"subarticle"[
"(3) Neither the nationality of the parties nor the civil or \
commercial character of the parties or of the contract is to be taken into \
consideration in determining the application of this Convention."]],
"article"[
"subarticle"["This Convention does not apply to sales:"],
"subarticle"[
"(a) of goods bought for personal, family or household use, \
unless the seller, at any time before or at the conclusion of the contract, \
neither knew nor ought to have known that the goods were bought for any such \
use;"],
"subarticle"["(b) by auction;"],
"subarticle"[
"(c) on execution or otherwise by authority of law;"],
"subarticle"[
"(d) of stocks, shares, investment securities, negotiable \
instruments or money;"],
"subarticle"["(e) of ships, vessels, hovercraft or aircraft;"],
"subarticle"["(f) of electricity."]],
"article"[
"subarticle"[
"(1) Contracts for the supply of goods to be manufactured or \
produced are to be considered sales unless the party who orders the goods \
undertakes to supply a substantial part of the materials necessary for such \
manufacture or production."],
"subarticle"[
"(2) This Convention does not apply to contracts in which the \
preponderant part of the obligations of the party who furnishes the goods \
consists in the supply of labour or other services."]],
"article"[
"subarticle"[
"This Convention governs only the formation of the contract of \
sale and the rights and obligations of the seller and the buyer arising from \
such a contract. In particular, except as otherwise expressly provided in \
this Convention, it is not concerned with:"],
"subarticle"[
"(a) the validity of the contract or of any of its provisions or \
of any usage;"],
"subarticle"[
"(b) the effect which the contract may have on the property in \
the goods sold."]],
"article"[
"This Convention does not apply to the liability of the seller \
for death or personal injury caused by the goods to any person."],
"article"[
"The parties may exclude the application of this Convention or, \
subject to article 12, derogate from or vary the effect of any of its \
provisions."]],
"Chapter"[
"article"[
"subarticle"[
"(1) In the interpretation of this Convention, regard is to be \
had to its international character and to the need to promote uniformity in \
its application and the observance of good faith in international trade."],
"subarticle"[
"(2) Questions concerning matters governed by this Convention \
which are not expressly settled in it are to be settled in conformity with \
the general principles on which it is based or, in the absence of such \
principles, in conformity with the law applicable by virtue of the rules of \
private international law."]],
"article"[
"subarticle"[
"(1) For the purposes of this Convention statements made by and \
other conduct of a party are to be interpreted according to his intent where \
the other party knew or could not have been unaware what that intent was."],
"subarticle"[
"(2) If the preceding paragraph is not applicable, statements \
made by and other conduct of a party are to be interpreted according to the \
understanding that a reasonable person of the same kind as the other party \
would have had in the same circumstances."],
"subarticle"[
"(3) In determining the intent of a party or the understanding a \
reasonable person would have had, due consideration is to be given to all \
relevant circumstances of the case including the negotiations, any practices \
which the parties have established between themselves, usages and any \
subsequent conduct of the parties."]],
"article"[
"subarticle"[
"(1) The parties are bound by any usage to which they have \
agreed and by any practices which they have established between themselves."],
"subarticle"[
"(2) The parties are considered, unless otherwise agreed, to \
have impliedly made applicable to their contract or its formation a usage of \
which the parties knew or ought to have known and which in international \
trade is widely known to, and regularly observed by, parties to contracts of \
the type involved in the particular trade concerned."]],
"article"[
"subarticle"["For the purposes of this Convention:"],
"subarticle"[
"(a) if a party has more than one place of business, the place \
of business is that which has the closest relationship to the contract and \
its performance, having regard to the circumstances known to or contemplated \
by the parties at any time before or at the conclusion of the contract;"],
"subarticle"[
"(b) if a party does not have a place of business, reference is \
to be made to his habitual residence."]],
"article"[
"A contract of sale need not be concluded in or evidenced by \
writing and is not subject to any other requirement as to form. It may be \
proved by any means, including witnesses."],
"article"[
"Any provision of article 11, article 29 or Part II of this \
Convention that allows a contract of sale or its modification or termination \
by agreement or any offer, acceptance or other indication of intention to be \
made in any form other than in writing does not apply where any party has his \
place of business in a Contracting State which has made a declaration under \
article 96 of this Convention. The parties may not derogate from or vary the \
effect or this article."],
"article"[
"For the purposes of this Convention \"writing\" includes \
telegram and telex."]]],
"PART"[
"article"[
"subarticle"[
"(1) A proposal for concluding a contract addressed to one or \
more specific persons constitutes an offer if it is sufficiently definite and \
indicates the intention of the offeror to be bound in case of acceptance. A \
proposal is sufficiently definite if it indicates the goods and expressly or \
implicitly fixes or makes provision for determining the quantity and the \
price."],
"subarticle"[
"(2) A proposal other than one addressed to one or more specific \
persons is to be considered merely as an invitation to make offers, unless \
the contrary is clearly indicated by the person making the proposal."]],
"article"[
"subarticle"[
"(1) An offer becomes effective when it reaches the offeree."],
"subarticle"[
"(2) An offer, even if it is irrevocable, may be withdrawn if the \
withdrawal reaches the offeree before or at the same time as the offer."]],
"article"[
"subarticle"[
"(1) Until a contract is concluded an offer may be revoked if the \
revocation reaches the offeree before he has dispatched an acceptance."],
"subarticle"["(2) However, an offer cannot be revoked:"],
"subarticle"[
"(a) if it indicates, whether by stating a fixed time for \
acceptance or otherwise, that it is irrevocable; or"],
"subarticle"[
"(b) if it was reasonable for the offeree to rely on the offer as \
being irrevocable and the offeree has acted in reliance on the offer."]],
"article"[
"An offer, even if it is irrevocable, is terminated when a \
rejection reaches the offeror."],
"article"[
"subarticle"[
"(1) A statement made by or other conduct of the offeree \
indicating assent to an offer is an acceptance. Silence or inactivity does \
not in itself amount to acceptance."],
"subarticle"[
"(2) An acceptance of an offer becomes effective at the moment \
the indication of assent reaches the offeror. An acceptance is not effective \
if the indication of assent does not reach the offeror within the time he has \
fixed or, if no time is fixed, within a reasonable time, due account being \
taken of the circumstances of the transaction, including the rapidity of the \
means of communication employed by the offeror. An oral offer must be \
accepted immediately unless the circumstances indicate otherwise."],
"subarticle"[
"(3) However, if, by virtue of the offer or as a result of \
practices which the parties have established between themselves or of usage, \
the offeree may indicate assent by performing an act, such as one relating to \
the dispatch of the goods or payment of the price, without notice to the \
offeror, the acceptance is effective at the moment the act is performed, \
provided that the act is performed within the period of time laid down in the \
preceding paragraph."]],
"article"[
"subarticle"[
"(1) A reply to an offer which purports to be an acceptance but \
contains additions, limitations or other modifications is a rejection of the \
offer and constitutes a counter-offer."],
"subarticle"[
"(2) However, a reply to an offer which purports to be an \
acceptance but contains additional or different terms which do not materially \
alter the terms of the offer constitutes an acceptance, unless the offeror, \
without undue delay, objects orally to the discrepancy or dispatches a notice \
to that effect. If he does not so object, the terms of the contract are the \
terms of the offer with the modifications contained in the acceptance."],
"subarticle"[
"(3) Additional or different terms relating, among other things, \
to the price, payment, quality and quantity of the goods, place and time of \
delivery, extent of one party's liability to the other or the settlement of \
disputes are considered to alter the terms of the offer materially."]],
"article"[
"subarticle"[
"(1) A period of time for acceptance fixed by the offeror in a \
telegram or a letter begins to run from the moment the telegram is handed in \
for dispatch or from the date shown on the letter or, if no such date is \
shown, from the date shown on the envelope. A period of time for acceptance \
fixed by the offeror by telephone, telex or other means of instantaneous \
communication, begins to run from the moment that the offer reaches the \
offeree."],
"subarticle"[
"(2) Official holidays or non-business days occurring during the \
period for acceptance are included in calculating the period. However, if a \
notice of acceptance cannot be delivered at the address of the offeror on the \
last day of the period because that day falls on an official holiday or a \
non-business day at the place of business of the offeror, the period is \
extended until the first business day which follows."]],
"article"[
"subarticle"[
"(1) A late acceptance is nevertheless effective as an acceptance \
if without delay the offeror orally so informs the offeree or dispatches a \
notice to that effect."],
"subarticle"[
"(2) If a letter or other writing containing a late acceptance \
shows that it has been sent in such circumstances that if its transmission \
had been normal it would have reached the offeror in due time, the late \
acceptance is effective as an acceptance unless, without delay, the offeror \
orally informs the offeree that he considers his offer as having lapsed or \
dispatches a notice to that effect."]],
"article"[
"An acceptance may be withdrawn if the withdrawal reaches the \
offeror before or at the same time as the acceptance would have become \
effective."],
"article"[
"A contract is concluded at the moment when an acceptance of an \
offer becomes effective in accordance with the provisions of this \
Convention."],
"article"[
"For the purposes of this Part of the Convention, an offer, \
declaration of acceptance or any other indication of intention \"reaches\" \
the addressee when it is made orally to him or delivered by any other means \
to him personally, to his place of business or mailing address or, if he does \
not have a place of business or mailing address, to his habitual \
residence."]],
"PART"[
"Chapter"[
"article"[
"A breach of contract committed by one of the parties is \
fundamental if it results in such detriment to the other party as \
substantially to deprive him of what he is entitled to expect under the \
contract, unless the party in breach did not foresee and a reasonable person \
of the same kind in the same circumstances would not have foreseen such a \
result."],
"article"[
"A declaration of avoidance of the contract is effective only if \
made by notice to the other party."],
"article"[
"Unless otherwise expressly provided in this Part of the \
Convention, if any notice, request or other communication is given or made by \
a party in accordance with this Part and by means appropriate in the \
circumstances, a delay or error in the transmission of the communication or \
its failure to arrive does not deprive that party of the right to rely on the \
communication."],
"article"[
"If, in accordance with the provisions of this Convention, one \
party is entitled to require performance of any obligation by the other \
party, a court is not bound to enter a judgement for specific performance \
unless the court would do so under its own law in respect of similar \
contracts of sale not governed by this Convention."],
"article"[
"subarticle"[
"(1) A contract may be modified or terminated by the mere \
agreement of the parties."],
"subarticle"[
"(2) A contract in writing which contains a provision requiring \
any modification or termination by agreement to be in writing may not be \
otherwise modified or terminated by agreement. However, a party may be \
precluded by his conduct from asserting such a provision to the extent that \
the other party has relied on that conduct."]]],
"Chapter"[
"article"[
"The seller must deliver the goods, hand over any documents \
relating to them and transfer the property in the goods, as required by the \
contract and this Convention."],
"Section"[
"article"[
"subarticle"[
"If the seller is not bound to deliver the goods at any other \
particular place, his obligation to deliver consists:"],
"subarticle"[
"(a) if the contract of sale involves carriage of the goods - \
in handing the goods over to the first carrier for transmission to the \
buyer;"],
"subarticle"[
"(b) if, in cases not within the preceding subparagraph, the \
contract related to specific goods, or unidentified goods to be drawn from a \
specific stock or to be manufactured or produced, and at the time of the \
conclusion of the contract the parties knew that the goods were at, or were \
to be manufactured or produced at, a particular place - in placing the goods \
at the buyer's disposal at that place;"],
"subarticle"[
"(c) in other cases - in placing the goods at the buyer's \
disposal at the place where the seller had his place of business at the time \
of the conclusion of the contract."]],
"article"[
"subarticle"[
"(1) If the seller, in accordance with the contract or this \
Convention, hands the goods over to a carrier and if the goods are not \
clearly identified to the contract by markings on the goods, by shipping \
documents or otherwise, the seller must give the buyer notice of the \
consignment specifying the goods."],
"subarticle"[
"(2) If the seller is bound to arrange for carriage of the \
goods, he must make such contracts as are necessary for carriage to the place \
fixed by means of transportation appropriate in the circumstances and \
according to the usual terms for such transportation."],
"subarticle"[
"(3) If the seller is not bound to effect insurance in respect \
of the carriage of the goods, he must, at the buyer's request, provide him \
with all available information necessary to enable him to effect such \
insurance."]],
"article"[
"subarticle"["The seller must deliver the goods:"],
"subarticle"[
"(a) if a date is fixed by or determinable from the contract, \
on that date;"],
"subarticle"[
"(b) if a period of time is fixed by or determinable from the \
contract, at any time within that period unless circumstances indicate that \
the buyer is to choose a date; or"],
"subarticle"[
"(c) in any other case, within a reasonable time after the \
conclusion of the contract."]],
"article"[
"If the seller is bound to hand over documents relating to the \
goods, he must hand them over at the time and place and in the form required \
by the contract. If the seller has handed over documents before that time, he \
may, up to that time, cure any lack of conformity in the documents, if the \
exercise of this right does not cause the buyer unreasonable inconvenience or \
unreasonable expense. However, the buyer retains any right to claim damages \
as provided for in this Convention."]],
"Section"[
"article"[
"subarticle"[
"(1) The seller must deliver goods which are of the quantity, \
quality and description required by the contract and which are contained or \
packaged in the manner required by the contract."],
"subarticle"[
"(2) Except where the parties have agreed otherwise, the goods \
do not conform with the contract unless they:"],
"subarticle"[
"(a) are fit for the purposes for which goods of the same \
description would ordinarily be used;"],
"subarticle"[
"(b) are fit for any particular purpose expressly or impliedly \
made known to the seller at the time of the conclusion of the contract, \
except where the circumstances show that the buyer did not rely, or that it \
was unreasonable for him to rely, on the seller's skill and judgement;"],
"subarticle"[
"(c) possess the qualities of goods which the seller has held \
out to the buyer as a sample or model;"],
"subarticle"[
"(d) are contained or packaged in the manner usual for such \
goods or, where there is no such manner, in a manner adequate to preserve and \
protect the goods."],
"subarticle"[
"(3) The seller is not liable under subparagraphs (a) to (d) of \
the preceding paragraph for any lack of conformity of the goods if at the \
time of the conclusion of the contract the buyer knew or could not have been \
unaware of such lack of conformity."]],
"article"[
"subarticle"[
"(1) The seller is liable in accordance with the contract and \
this Convention for any lack of conformity which exists at the time when the \
risk passes to the buyer, even though the lack of conformity becomes apparent \
only after that time."],
"subarticle"[
"(2) The seller is also liable for any lack of conformity which \
occurs after the time indicated in the preceding paragraph and which is due \
to a breach of any of his obligations, including a breach of any guarantee \
that for a period of time the goods will remain fit for their ordinary \
purpose or for some particular purpose or will retain specified qualities or \
characteristics."]],
"article"[
"If the seller has delivered goods before the date for delivery, \
he may, up to that date, deliver any missing part or make up any deficiency \
in the quantity of the goods delivered, or deliver goods in replacement of \
any non-conforming goods delivered or remedy any lack of conformity in the \
goods delivered, provided that the exercise of this right does not cause the \
buyer unreasonable inconvenience or unreasonable expense. However, the buyer \
retains any right to claim damages as provided for in this Convention."],
"article"[
"subarticle"[
"(1) The buyer must examine the goods, or cause them to be \
examined, within as short a period as is practicable in the circumstances."],
"subarticle"[
"(2) If the contract involves carriage of the goods, \
examination may be deferred until after the goods have arrived at their \
destination."],
"subarticle"[
"(3) If the goods are redirected in transit or redispatched by \
the buyer without a reasonable opportunity for examination by him and at the \
time of the conclusion of the contract the seller knew or ought to have known \
of the possibility of such redirection or redispatch, examination may be \
deferred until after the goods have arrived at the new destination."]],
"article"[
"subarticle"[
"(1) The buyer loses the right to rely on a lack of conformity \
of the goods if he does not give notice to the seller specifying the nature \
of the lack of conformity within a reasonable time after he has discovered it \
or ought to have discovered it."],
"subarticle"[
"(2) In any event, the buyer loses the right to rely on a lack \
of conformity of the goods if he does not give the seller notice thereof at \
the latest within a period of two years from the date on which the goods were \
actually handed over to the buyer, unless this time-limit is inconsistent \
with a contractual period of guarantee."]],
"article"[
"The seller is not entitled to rely on the provisions of \
articles 38 and 39 if the lack of conformity relates to facts of which he \
knew or could not have been unaware and which he did not disclose to the \
buyer."],
"article"[
"The seller must deliver goods which are free from any right or \
claim of a third party, unless the buyer agreed to take the goods subject to \
that right or claim. However, if such right or claim is based on industrial \
property or other intellectual property, the seller's obligation is governed \
by article 42."],
"article"[
"subarticle"[
"(1) The seller must deliver goods which are free from any \
right or claim of a third party based on industrial property or other \
intellectual property, of which at the time of the conclusion of the contract \
the seller knew or could not have been unaware, provided that the right or \
claim is based on industrial property or other intellectual property:"],
"subarticle"[
"(a) under the law of the State where the goods will be resold \
or otherwise used, if it was contemplated by the parties at the time of the \
conclusion of the contract that the goods would be resold or otherwise used \
in that State; or"],
"subarticle"[
"(b) in any other case, under the law of the State where the \
buyer has his place of business."],
"subarticle"[
"(2) The obligation of the seller under the preceding paragraph \
does not extend to cases where:"],
"subarticle"[
"(a) at the time of the conclusion of the contract the buyer \
knew or could not have been unaware of the right or claim; or"],
"subarticle"[
"(b) the right or claim results from the seller's compliance \
with technical drawings, designs, formulae or other such specifications \
furnished by the buyer."]],
"article"[
"subarticle"[
"(1) The buyer loses the right to rely on the provisions of \
article 41 or article 42 if he does not give notice to the seller specifying \
the nature of the right or claim of the third party within a reasonable time \
after he has become aware or ought to have become aware of the right or \
claim."],
"subarticle"[
"(2) The seller is not entitled to rely on the provisions of \
the preceding paragraph if he knew of the right or claim of the third party \
and the nature of it."]],
"article"[
"subarticle"[
"Notwithstanding the provisions of paragraph (1) of article 39 \
and paragraph (1) of article 43, the buyer may reduce the price in accordance \
with article 50 or claim damages, except for loss of profit, if he has a \
reasonable excuse for his failure to give the required notice."]]],
"Section"[
"article"[
"subarticle"[
"(1) If the seller fails to perform any of his obligations \
under the contract or this Convention, the buyer may:"],
"subarticle"[
"(a) exercise the rights provided in articles 46 to 52;"],
"subarticle"[
"(b) claim damages as provided in articles 74 to 77."],
"subarticle"[
"(2) The buyer is not deprived of any right he may have to \
claim damages by exercising his right to other remedies."],
"subarticle"[
"(3) No period of grace may be granted to the seller by a court \
or arbitral tribunal when the buyer resorts to a remedy for breach of \
contract."]],
"article"[
"subarticle"[
"(1) The buyer may require performance by the seller of his \
obligations unless the buyer has resorted to a remedy which is inconsistent \
with this requirement."],
"subarticle"[
"(2) If the goods do not conform with the contract, the buyer \
may require delivery of substitute goods only if the lack of conformity \
constitutes a fundamental breach of contract and a request for substitute \
goods is made either in conjunction with notice given under article 39 or \
within a reasonable time thereafter."],
"subarticle"[
"(3) If the goods do not conform with the contract, the buyer \
may require the seller to remedy the lack of conformity by repair, unless \
this is unreasonable having regard to all the circumstances. A request for \
repair must be made either in conjunction with notice given under article 39 \
or within a reasonable time thereafter."]],
"article"[
"subarticle"[
"(1) The buyer may fix an additional period of time of \
reasonable length for performance by the seller of his obligations."],
"subarticle"[
"(2) Unless the buyer has received notice from the seller that \
he will not perform within the period so fixed, the buyer may not, during \
that period, resort to any remedy for breach of contract. However, the buyer \
is not deprived thereby of any right he may have to claim damages for delay \
in performance."]],
"article"[
"subarticle"[
"(1) Subject to article 49, the seller may, even after the date \
for delivery, remedy at his own expense any failure to perform his \
obligations, if he can do so without unreasonable delay and without causing \
the buyer unreasonable inconvenience or uncertainty of reimbursement by the \
seller of expenses advanced by the buyer. However, the buyer retains any \
right to claim damages as provided for in this Convention."],
"subarticle"[
"(2) If the seller requests the buyer to make known whether he \
will accept performance and the buyer does not comply with the request within \
a reasonable time, the seller may perform within the time indicated in his \
request. The buyer may not, during that period of time, resort to any remedy \
which is inconsistent with performance by the seller."],
"subarticle"[
"(3) A notice by the seller that he will perform within a \
specified period of time is assumed to include a request, under the preceding \
paragraph, that the buyer make known his decision."],
"subarticle"[
"(4) A request or notice by the seller under paragraph (2) or \
(3) of this article is not effective unless received by the buyer."]],
"article"[
"subarticle"["(1) The buyer may declare the contract avoided:"],
"subarticle"[
"(a) if the failure by the seller to perform any of his \
obligations under the contract or this Convention amounts to a fundamental \
breach of contract; or"],
"subarticle"[
"(b) in case of non-delivery, if the seller does not deliver \
the goods within the additional period of time fixed by the buyer in \
accordance with paragraph (1) of article 47 or declares that he will not \
deliver within the period so fixed."],
"subarticle"[
"(2) However, in cases where the seller has delivered the \
goods, the buyer loses the right to declare the contract avoided unless he \
does so:"],
"subarticle"[
"(a) in respect of late delivery, within a reasonable time \
after he has become aware that delivery has been made;"],
"subarticle"[
"(b) in respect of any breach other than late delivery, within \
a reasonable time:"],
"subarticle"[
"(i) after he knew or ought to have known of the breach;"],
"subarticle"[
"(ii) after the expiration of any additional period of time \
fixed by the buyer in accordance with paragraph (1) of article 47, or after \
the seller has declared that he will not perform his obligations within such \
an additional period; or"],
"subarticle"[
"(iii) after the expiration of any additional period of time \
indicated by the seller in accordance with paragraph (2) of article 48, or \
after the buyer has declared that he will not accept performance."]],
"article"[
"If the goods do not conform with the contract and whether or \
not the price has already been paid, the buyer may reduce the price in the \
same proportion as the value that the goods actually delivered had at the \
time of the delivery bears to the value that conforming goods would have had \
at that time. However, if the seller remedies any failure to perform his \
obligations in accordance with article 37 or article 48 or if the buyer \
refuses to accept performance by the seller in accordance with those \
articles, the buyer may not reduce the price."],
"article"[
"subarticle"[
"(1) If the seller delivers only a part of the goods or if only \
a part of the goods delivered is in conformity with the contract, articles 46 \
to 50 apply in respect of the part which is missing or which does not \
conform."],
"subarticle"[
"(2) The buyer may declare the contract avoided in its entirety \
only if the failure to make delivery completely or in conformity with the \
contract amounts to a fundamental breach of the contract."]],
"article"[
"subarticle"[
"(1) If the seller delivers the goods before the date fixed, \
the buyer may take delivery or refuse to take delivery."],
"subarticle"[
"(2) If the seller delivers a quantity of goods greater than \
that provided for in the contract, the buyer may take delivery or refuse to \
take delivery of the excess quantity. If the buyer takes delivery of all or \
part of the excess quantity, he must pay for it at the contract rate."]]]],
"Chapter"[
"article"[
"The buyer must pay the price for the goods and take delivery of \
them as required by the contract and this Convention."],
"Section"[
"article"[
"The buyer's obligation to pay the price includes taking such \
steps and complying with such formalities as may be required under the \
contract or any laws and regulations to enable payment to be made."],
"article"[
"Where a contract has been validly concluded but does not \
expressly or implicitly fix or make provision for determining the price, the \
parties are considered, in the absence of any indication to the contrary, to \
have impliedly made reference to the price generally charged at the time of \
the conclusion of the contract for such goods sold under comparable \
circumstances in the trade concerned."],
"article"[
"If the price is fixed according to the weight of the goods, in \
case of doubt it is to be determined by the net weight."],
"article"[
"subarticle"[
"(1) If the buyer is not bound to pay the price at any other \
particular place, he must pay it to the seller:"],
"subarticle"["(a) at the seller's place of business; or"],
"subarticle"[
"(b) if the payment is to be made against the handing over of \
the goods or of documents, at the place where the handing over takes place."],
"subarticle"[
"(2) The seller must bear any increases in the expenses \
incidental to payment which is caused by a change in his place of business \
subsequent to the conclusion of the contract."]],
"article"[
"subarticle"[
"(1) If the buyer is not bound to pay the price at any other \
specific time, he must pay it when the seller places either the goods or \
documents controlling their disposition at the buyer's disposal in accordance \
with the contract and this Convention. The seller may make such payment a \
condition for handing over the goods or documents."],
"subarticle"[
"(2) If the contract involves carriage of the goods, the seller \
may dispatch the goods on terms whereby the goods, or documents controlling \
their disposition, will not be handed over to the buyer except against \
payment of the price."],
"subarticle"[
"(3) The buyer is not bound to pay the price until he has had \
an opportunity to examine the goods, unless the procedures for delivery or \
payment agreed upon by the parties are inconsistent with his having such an \
opportunity."]],
"article"[
"The buyer must pay the price on the date fixed by or \
determinable from the contract and this Convention without the need for any \
request or compliance with any formality on the part of the seller."]],
"Section"[
"article"[
"subarticle"[
"The buyer's obligation to take delivery consists:"],
"subarticle"[
"(a) in doing all the acts which could reasonably be expected \
of him in order to enable the seller to make delivery; and"],
"subarticle"["(b) in taking over the goods."]]],
"Section"[
"article"[
"subarticle"[
"(1) If the buyer fails to perform any of his obligations under \
the contract or this Convention, the seller may:"],
"subarticle"[
"(a) exercise the rights provided in articles 62 to 65;"],
"subarticle"[
"(b) claim damages as provided in articles 74 to 77."],
"subarticle"[
"(2) The seller is not deprived of any right he may have to \
claim damages by exercising his right to other remedies."],
"subarticle"[
"(3) No period of grace may be granted to the buyer by a court \
or arbitral tribunal when the seller resorts to a remedy for breach of \
contract."]],
"article"[
"The seller may require the buyer to pay the price, take \
delivery or perform his other obligations, unless the seller has resorted to \
a remedy which is inconsistent with this requirement."],
"article"[
"subarticle"[
"(1) The seller may fix an additional period of time of \
reasonable length for performance by the buyer of his obligations."],
"subarticle"[
"(2) Unless the seller has received notice from the buyer that \
he will not perform within the period so fixed, the seller may not, during \
that period, resort to any remedy for breach of contract. However, the seller \
is not deprived thereby of any right he may have to claim damages for delay \
in performance."]],
"article"[
"subarticle"[
"(1) The seller may declare the contract avoided:"],
"subarticle"[
"(a) if the failure by the buyer to perform any of his \
obligations under the contract or this Convention amounts to a fundamental \
breach of contract; or"],
"subarticle"[
"(b) if the buyer does not, within the additional period of \
time fixed by the seller in accordance with paragraph (1) of article 63, \
perform his obligation to pay the price or take delivery of the goods, or if \
he declares that he will not do so within the period so fixed."],
"subarticle"[
"(2) However, in cases where the buyer has paid the price, the \
seller loses the right to declare the contract avoided unless he does so:"],
"subarticle"[
"(a) in respect of late performance by the buyer, before the \
seller has become aware that performance has been rendered; or"],
"subarticle"[
"(b) in respect of any breach other than late performance by \
the buyer, within a reasonable time:"],
"subarticle"[
"(i) after the seller knew or ought to have known of the \
breach; or"],
"subarticle"[
"(ii) after the expiration of any additional period of time \
fixed by the seller in accordance with paragraph (1) or article 63, or after \
the buyer has declared that he will not perform his obligations within such \
an additional period."]],
"article"[
"subarticle"[
"(1) If under the contract the buyer is to specify the form, \
measurement or other features of the goods and he fails to make such \
specification either on the date agreed upon or within a reasonable time \
after receipt of a request from the seller, the seller may, without prejudice \
to any other rights he may have, make the specification himself in accordance \
with the requirements of the buyer that may be known to him."],
"subarticle"[
"(2) If the seller makes the specification himself, he must \
inform the buyer of the details thereof and must fix a reasonable time within \
which the buyer may make a different specification. If, after receipt of such \
a communication, the buyer fails to do so within the time so fixed, the \
specification made by the seller is binding."]]]],
"Chapter"[
"article"[
"Loss of or damage to the goods after the risk has passed to the \
buyer does not discharge him from his obligation to pay the price, unless the \
loss or damage is due to an act or omission of the seller."],
"article"[
"subarticle"[
"(1) If the contract of sale involves carriage of the goods and \
the seller is not bound to hand them over at a particular place, the risk \
passes to the buyer when the goods are handed over to the first carrier for \
transmission to the buyer in accordance with the contract of sale. If the \
seller is bound to hand the goods over to a carrier at a particular place, \
the risk does not pass to the buyer until the goods are handed over to the \
carrier at that place. The fact that the seller is authorized to retain \
documents controlling the disposition of the goods does not affect the \
passage of the risk."],
"subarticle"[
"(2) Nevertheless, the risk does not pass to the buyer until the \
goods are clearly identified to the contract, whether by markings on the \
goods, by shipping documents, by notice given to the buyer or otherwise."]],
"article"[
"The risk in respect of goods sold in transit passes to the buyer \
from the time of the conclusion of the contract. However, if the \
circumstances so indicate, the risk is assumed by the buyer from the time the \
goods were handed over to the carrier who issued the documents embodying the \
contract of carriage. Nevertheless, if at the time of the conclusion of the \
contract of sale the seller knew or ought to have known that the goods had \
been lost or damaged and did not disclose this to the buyer, the loss or \
damage is at the risk of the seller."],
"article"[
"subarticle"[
"(1) In cases not within articles 67 and 68, the risk passes to \
the buyer when he takes over the goods or, if he does not do so in due time, \
from the time when the goods are placed at his disposal and he commits a \
breach of contract by failing to take delivery."],
"subarticle"[
"(2) However, if the buyer is bound to take over the goods at a \
place other than a place of business of the seller, the risk passes when \
delivery is due and the buyer is aware of the fact that the goods are placed \
at his disposal at that place."],
"subarticle"[
"(3) If the contract relates to goods not then identified, the \
goods are considered not to be placed at the disposal of the buyer until they \
are clearly identified to the contract."]],
"article"[
"If the seller has committed a fundamental breach of contract, \
articles 67, 68 and 69 do not impair the remedies available to the buyer on \
account of the breach."]],
"Chapter"[
"Section"[
"article"[
"subarticle"[
"(1) A party may suspend the performance of his obligations if, \
after the conclusion of the contract, it becomes apparent that the other \
party will not perform a substantial part of his obligations as a result \
of:"],
"subarticle"[
"(a) a serious deficiency in his ability to perform or in his \
creditworthiness; or"],
"subarticle"[
"(b) his conduct in preparing to perform or in performing the \
contract."],
"subarticle"[
"(2) If the seller has already dispatched the goods before the \
grounds described in the preceding paragraph become evident, he may prevent \
the handing over of the goods to the buyer even though the buyer holds a \
document which entitles him to obtain them. The present paragraph relates \
only to the rights in the goods as between the buyer and the seller."],
"subarticle"[
"(3) A party suspending performance, whether before or after \
dispatch of the goods, must immediately give notice of the suspension to the \
other party and must continue with performance if the other party provides \
adequate assurance of his performance."]],
"article"[
"subarticle"[
"(1) If prior to the date for performance of the contract it is \
clear that one of the parties will commit a fundamental breach of contract, \
the other party may declare the contract avoided."],
"subarticle"[
"(2) If time allows, the party intending to declare the \
contract avoided must give reasonable notice to the other party in order to \
permit him to provide adequate assurance of his performance."],
"subarticle"[
"(3) The requirements of the preceding paragraph do not apply \
if the other party has declared that he will not perform his obligations."]],
"article"[
"subarticle"[
"(1) In the case of a contract for delivery of goods by \
instalments, if the failure of one party to perform any of his obligations in \
respect of any instalment constitutes a fundamental breach of contract with \
respect to that instalment, the other party may declare the contract avoided \
with respect to that instalment."],
"subarticle"[
"(2) If one party's failure to perform any of his obligations \
in respect of any instalment gives the other party good grounds to conclude \
that a fundamental breach of contract will occur with respect to future \
instalments, he may declare the contract avoided for the future, provided \
that he does so within a reasonable time."],
"subarticle"[
"(3) A buyer who declares the contract avoided in respect of \
any delivery may, at the same time, declare it avoided in respect of \
deliveries already made or of future deliveries if, by reason of their \
interdependence, those deliveries could not be used for the purpose \
contemplated by the parties at the time of the conclusion of the \
contract."]]],
"Section"[
"article"[
"Damages for breach of contract by one party consist of a sum \
equal to the loss, including loss of profit, suffered by the other party as a \
consequence of the breach. Such damages may not exceed the loss which the \
party in breach foresaw or ought to have foreseen at the time of the \
conclusion of the contract, in the light of the facts and matters of which he \
then knew or ought to have known, as a possible consequence of the breach of \
contract."],
"article"[
"If the contract is avoided and if, in a reasonable manner and \
within a reasonable time after avoidance, the buyer has bought goods in \
replacement or the seller has resold the goods, the party claiming damages \
may recover the difference between the contract price and the price in the \
substitute transaction as well as any further damages recoverable under \
article 74."],
"article"[
"subarticle"[
"(1) If the contract is avoided and there is a current price \
for the goods, the party claiming damages may, if he has not made a purchase \
or resale under article 75, recover the difference between the price fixed by \
the contract and the current price at the time of avoidance as well as any \
further damages recoverable under article 74. If, however, the party claiming \
damages has avoided the contract after taking over the goods, the current \
price at the time of such taking over shall be applied instead of the current \
price at the time of avoidance."],
"subarticle"[
"(2) For the purposes of the preceding paragraph, the current \
price is the price prevailing at the place where delivery of the goods should \
have been made or, if there is no current price at that place, the price at \
such other place as serves as a reasonable substitute, making due allowance \
for differences in the cost of transporting the goods."]],
"article"[
"A party who relies on a breach of contract must take such \
measures as are reasonable in the circumstances to mitigate the loss, \
including loss of profit, resulting from the breach. If he fails to take such \
measures, the party in breach may claim a reduction in the damages in the \
amount by which the loss should have been mitigated."]],
"Section"[
"article"[
"If a party fails to pay the price or any other sum that is in \
arrears, the other party is entitled to interest on it, without prejudice to \
any claim for damages recoverable under article 74."]],
"Section"[
"article"[
"subarticle"[
"(1) A party is not liable for a failure to perform any of his \
obligations if he proves that the failure was due to an impediment beyond his \
control and that he could not reasonably be expected to have taken the \
impediment into account at the time of the conclusion of the contract or to \
have avoided or overcome it or its consequences."],
"subarticle"[
"(2) If the party's failure is due to the failure by a third \
person whom he has engaged to perform the whole or a part of the contract, \
that party is exempt from liability only if:"],
"subarticle"[
"(a) he is exempt under the preceding paragraph; and"],
"subarticle"[
"(b) the person whom he has so engaged would be so exempt if \
the provisions of that paragraph were applied to him."],
"subarticle"[
"(3) The exemption provided by this article has effect for the \
period during which the impediment exists."],
"subarticle"[
"(4) The party who fails to perform must give notice to the \
other party of the impediment and its effect on his ability to perform. If \
the notice is not received by the other party within a reasonable time after \
the party who fails to perform knew or ought to have known of the impediment, \
he is liable for damages resulting from such non-receipt."],
"subarticle"[
"(5) Nothing in this article prevents either party from \
exercising any right other than to claim damages under this Convention."]],
"article"[
"A party may not rely on a failure of the other party to \
perform, to the extent that such failure was caused by the first party's act \
or omission."]],
"Section"[
"article"[
"subarticle"[
"(1) Avoidance of the contract releases both parties from their \
obligations under it, subject to any damages which may be due. Avoidance does \
not affect any provision of the contract for the settlement of disputes or \
any other provision of the contract governing the rights and obligations of \
the parties consequent upon the avoidance of the contract."],
"subarticle"[
"(2) A party who has performed the contract either wholly or in \
part may claim restitution from the other party of whatever the first party \
has supplied or paid under the contract. If both parties are bound to make \
restitution, they must do so concurrently."]],
"article"[
"subarticle"[
"(1) The buyer loses the right to declare the contract avoided \
or to require the seller to deliver substitute goods if it is impossible for \
him to make restitution of the goods substantially in the condition in which \
he received them."],
"subarticle"["(2) The preceding paragraph does not apply:"],
"subarticle"[
"(a) if the impossibility of making restitution of the goods or \
of making restitution of the goods substantially in the condition in which \
the buyer received them is not due to his act or omission;"],
"subarticle"[
"(b) if the goods or part of the goods have perished or \
deteriorated as a result of the examination provided for in article 38; or"],
"subarticle"[
"(c) if the goods or part of the goods have been sold in the \
normal course of business or have been consumed or transformed by the buyer \
in the course normal use before he discovered or ought to have discovered the \
lack of conformity."]],
"article"[
"A buyer who has lost the right to declare the contract avoided \
or to require the seller to deliver substitute goods in accordance with \
article 82 retains all other remedies under the contract and this \
Convention."],
"article"[
"subarticle"[
"(1) If the seller is bound to refund the price, he must also \
pay interest on it, from the date on which the price was paid."],
"subarticle"[
"(2) The buyer must account to the seller for all benefits \
which he has derived from the goods or part of them:"],
"subarticle"[
"(a) if he must make restitution of the goods or part of them; \
or"],
"subarticle"[
"(b) if it is impossible for him to make restitution of all or \
part of the goods or to make restitution of all or part of the goods \
substantially in the condition in which he received them, but he has \
nevertheless declared the contract avoided or required the seller to deliver \
substitute goods."]]],
"Section"[
"article"[
"If the buyer is in delay in taking delivery of the goods or, \
where payment of the price and delivery of the goods are to be made \
concurrently, if he fails to pay the price, and the seller is either in \
possession of the goods or otherwise able to control their disposition, the \
seller must take such steps as are reasonable in the circumstances to \
preserve them. He is entitled to retain them until he has been reimbursed his \
reasonable expenses by the buyer."],
"article"[
"subarticle"[
"(1) If the buyer has received the goods and intends to \
exercise any right under the contract or this Convention to reject them, he \
must take such steps to preserve them as are reasonable in the circumstances. \
He is entitled to retain them until he has been reimbursed his reasonable \
expenses by the seller."],
"subarticle"[
"(2) If goods dispatched to the buyer have been placed at his \
disposal at their destination and he exercises the right to reject them, he \
must take possession of them on behalf of the seller, provided that this can \
be done without payment of the price and without unreasonable inconvenience \
or unreasonable expense. This provision does not apply if the seller or a \
person authorized to take charge of the goods on his behalf is present at the \
destination. If the buyer takes possession of the goods under this paragraph, \
his rights and obligations are governed by the preceding paragraph."]],
"article"[
"A party who is bound to take steps to preserve the goods may \
deposit them in a warehouse of a third person at the expense of the other \
party provided that the expense incurred is not unreasonable."],
"article"[
"subarticle"[
"(1) A party who is bound to preserve the goods in accordance \
with article 85 or 86 may sell them by any appropriate means if there has \
been an unreasonable delay by the other party in taking possession of the \
goods or in taking them back or in paying the price or the cost of \
preservation, provided that reasonable notice of the intention to sell has \
been given to the other party."],
"subarticle"[
"(2) If the goods are subject to rapid deterioration or their \
preservation would involve unreasonable expense, a party who is bound to \
preserve the goods in accordance with article 85 or 86 must take reasonable \
measures to sell them. To the extent possible he must give notice to the \
other party of his intention to sell."],
"subarticle"[
"(3) A party selling the goods has the right to retain out of \
the proceeds of sale an amount equal to the reasonable expenses of preserving \
the goods and of selling them. He must account to the other party for the \
balance."]]]]],
"PART"[
"article"[
"The Secretary-General of the United Nations is hereby designated \
as the depositary for this Convention."],
"article"[
"This Convention does not prevail over any international agreement \
which has already been or may be entered into and which contains provisions \
concerning the matters governed by this Convention, provided that the parties \
have their places of business in States parties to such agreement."],
"article"[
"subarticle"[
"(1) This Convention is open for signature at the concluding \
meeting of the United Nations Conference on Contracts for the International \
Sale of Goods and will remain open for signature by all States at the \
Headquarters of the United Nations, New York until 30 September 1981."],
"subarticle"[
"(2) This Convention is subject to ratification, acceptance or \
approval by the signatory States."],
"subarticle"[
"(3) This Convention is open for accession by all States which \
are not signatory States as from the date it is open for signature."],
"subarticle"[
"(4) Instruments of ratification, acceptance, approval and \
accession are to be deposited with the Secretary-General of the United \
Nations."]],
"article"[
"subarticle"[
"(1) A Contracting State may declare at the time of signature, \
ratification, acceptance, approval or accession that it will not be bound by \
Part II of this Convention or that it will not be bound by Part III of this \
Convention."],
"subarticle"[
"(2) A Contracting State which makes a declaration in accordance \
with the preceding paragraph in respect of Part II or Part III of this \
Convention is not to be considered a Contracting State within paragraph (1) \
of article 1 of this Convention in respect of matters governed by the Part to \
which the declaration applies."]],
"article"[
"subarticle"[
"(1) If a Contracting State has two or more territorial units in \
which, according to its constitution, different systems of law are applicable \
in relation to the matters dealt with in this Convention, it may, at the time \
of signature, ratification, acceptance, approval or accession, declare that \
this Convention is to extend to all its territorial units or only to one or \
more of them, and may amend its declaration by submitting another declaration \
at any time."],
"subarticle"[
"(2) These declarations are to be notified to the depositary and \
are to state expressly the territorial units to which the Convention \
extends."],
"subarticle"[
"(3) If, by virtue of a declaration under this article, this \
Convention extends to one or more but not all of the territorial units of a \
Contracting State, and if the place of business of a party is located in that \
State, this place of business, for the purposes of this Convention, is \
considered not to be in a Contracting State, unless it is in a territorial \
unit to which the Convention extends."],
"subarticle"[
"(4) If a Contracting State makes no declaration under paragraph \
(1) of this article, the Convention is to extend to all territorial units of \
that State."]],
"article"[
"subarticle"[
"(1) Two or more Contracting States which have the same or \
closely related legal rules on matters governed by this Convention may at any \
time declare that the Convention is not to apply to contracts of sale or to \
their formation where the parties have their places of business in those \
States. Such declarations may be made jointly or by reciprocal unilateral \
declarations."],
"subarticle"[
"(2) A Contracting State which has the same or closely related \
legal rules on matters governed by this Convention as one or more \
non-Contracting States may at any time declare that the Convention is not to \
apply to contracts of sale or to their formation where the parties have their \
places of business in those States."],
"subarticle"[
"(3) If a State which is the object of a declaration under the \
preceding paragraph subsequently becomes a Contracting State, the declaration \
made will, as from the date on which the Convention enters into force in \
respect of the new Contracting State, have the effect of a declaration made \
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nine hundred and eighty, in a single original, of which the Arabic, Chinese, \
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RowBox[{
"\"subarticle\"", "[",
"\"The seller must deliver the goods:\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(a) if a date is fixed by or determinable from the \
contract, on that date;\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(b) if a period of time is fixed by or determinable \
from the contract, at any time within that period unless circumstances \
indicate that the buyer is to choose a date; or\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(c) in any other case, within a reasonable time after \
the conclusion of the contract.\"", "]"}]}], "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"If the seller is bound to hand over documents relating \
to the goods, he must hand them over at the time and place and in the form \
required by the contract. If the seller has handed over documents before that \
time, he may, up to that time, cure any lack of conformity in the documents, \
if the exercise of this right does not cause the buyer unreasonable \
inconvenience or unreasonable expense. However, the buyer retains any right \
to claim damages as provided for in this Convention.\"", "]"}]}], "]"}], ",",
RowBox[{"\"Section\"", "[",
RowBox[{
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) The seller must deliver goods which are of the \
quantity, quality and description required by the contract and which are \
contained or packaged in the manner required by the contract.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) Except where the parties have agreed otherwise, \
the goods do not conform with the contract unless they:\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(a) are fit for the purposes for which goods of the \
same description would ordinarily be used;\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(b) are fit for any particular purpose expressly or \
impliedly made known to the seller at the time of the conclusion of the \
contract, except where the circumstances show that the buyer did not rely, or \
that it was unreasonable for him to rely, on the seller's skill and \
judgement;\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(c) possess the qualities of goods which the seller \
has held out to the buyer as a sample or model;\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(d) are contained or packaged in the manner usual for \
such goods or, where there is no such manner, in a manner adequate to \
preserve and protect the goods.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(3) The seller is not liable under subparagraphs (a) \
to (d) of the preceding paragraph for any lack of conformity of the goods if \
at the time of the conclusion of the contract the buyer knew or could not \
have been unaware of such lack of conformity.\"", "]"}]}], "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) The seller is liable in accordance with the \
contract and this Convention for any lack of conformity which exists at the \
time when the risk passes to the buyer, even though the lack of conformity \
becomes apparent only after that time.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) The seller is also liable for any lack of \
conformity which occurs after the time indicated in the preceding paragraph \
and which is due to a breach of any of his obligations, including a breach of \
any guarantee that for a period of time the goods will remain fit for their \
ordinary purpose or for some particular purpose or will retain specified \
qualities or characteristics.\"", "]"}]}], "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"If the seller has delivered goods before the date for \
delivery, he may, up to that date, deliver any missing part or make up any \
deficiency in the quantity of the goods delivered, or deliver goods in \
replacement of any non-conforming goods delivered or remedy any lack of \
conformity in the goods delivered, provided that the exercise of this right \
does not cause the buyer unreasonable inconvenience or unreasonable expense. \
However, the buyer retains any right to claim damages as provided for in this \
Convention.\"", "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) The buyer must examine the goods, or cause them to \
be examined, within as short a period as is practicable in the circumstances.\
\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) If the contract involves carriage of the goods, \
examination may be deferred until after the goods have arrived at their \
destination.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(3) If the goods are redirected in transit or \
redispatched by the buyer without a reasonable opportunity for examination by \
him and at the time of the conclusion of the contract the seller knew or \
ought to have known of the possibility of such redirection or redispatch, \
examination may be deferred until after the goods have arrived at the new \
destination.\"", "]"}]}], "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) The buyer loses the right to rely on a lack of \
conformity of the goods if he does not give notice to the seller specifying \
the nature of the lack of conformity within a reasonable time after he has \
discovered it or ought to have discovered it.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) In any event, the buyer loses the right to rely on \
a lack of conformity of the goods if he does not give the seller notice \
thereof at the latest within a period of two years from the date on which the \
goods were actually handed over to the buyer, unless this time-limit is \
inconsistent with a contractual period of guarantee.\"", "]"}]}], "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"The seller is not entitled to rely on the provisions \
of articles 38 and 39 if the lack of conformity relates to facts of which he \
knew or could not have been unaware and which he did not disclose to the \
buyer.\"", "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"The seller must deliver goods which are free from any \
right or claim of a third party, unless the buyer agreed to take the goods \
subject to that right or claim. However, if such right or claim is based on \
industrial property or other intellectual property, the seller's obligation \
is governed by article 42.\"", "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) The seller must deliver goods which are free from \
any right or claim of a third party based on industrial property or other \
intellectual property, of which at the time of the conclusion of the contract \
the seller knew or could not have been unaware, provided that the right or \
claim is based on industrial property or other intellectual property:\"",
"]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(a) under the law of the State where the goods will be \
resold or otherwise used, if it was contemplated by the parties at the time \
of the conclusion of the contract that the goods would be resold or otherwise \
used in that State; or\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(b) in any other case, under the law of the State \
where the buyer has his place of business.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) The obligation of the seller under the preceding \
paragraph does not extend to cases where:\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(a) at the time of the conclusion of the contract the \
buyer knew or could not have been unaware of the right or claim; or\"", "]"}],
",",
RowBox[{
"\"subarticle\"", "[",
"\"(b) the right or claim results from the seller's \
compliance with technical drawings, designs, formulae or other such \
specifications furnished by the buyer.\"", "]"}]}], "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) The buyer loses the right to rely on the \
provisions of article 41 or article 42 if he does not give notice to the \
seller specifying the nature of the right or claim of the third party within \
a reasonable time after he has become aware or ought to have become aware of \
the right or claim.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) The seller is not entitled to rely on the \
provisions of the preceding paragraph if he knew of the right or claim of the \
third party and the nature of it.\"", "]"}]}], "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
"\"subarticle\"", "[",
"\"Notwithstanding the provisions of paragraph (1) of \
article 39 and paragraph (1) of article 43, the buyer may reduce the price in \
accordance with article 50 or claim damages, except for loss of profit, if he \
has a reasonable excuse for his failure to give the required notice.\"",
"]"}], "]"}]}], "]"}], ",",
RowBox[{"\"Section\"", "[",
RowBox[{
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) If the seller fails to perform any of his \
obligations under the contract or this Convention, the buyer may:\"", "]"}],
",",
RowBox[{
"\"subarticle\"", "[",
"\"(a) exercise the rights provided in articles 46 to 52;\
\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(b) claim damages as provided in articles 74 to 77.\"",
"]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) The buyer is not deprived of any right he may have \
to claim damages by exercising his right to other remedies.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(3) No period of grace may be granted to the seller by \
a court or arbitral tribunal when the buyer resorts to a remedy for breach of \
contract.\"", "]"}]}], "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) The buyer may require performance by the seller of \
his obligations unless the buyer has resorted to a remedy which is \
inconsistent with this requirement.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) If the goods do not conform with the contract, the \
buyer may require delivery of substitute goods only if the lack of conformity \
constitutes a fundamental breach of contract and a request for substitute \
goods is made either in conjunction with notice given under article 39 or \
within a reasonable time thereafter.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(3) If the goods do not conform with the contract, the \
buyer may require the seller to remedy the lack of conformity by repair, \
unless this is unreasonable having regard to all the circumstances. A request \
for repair must be made either in conjunction with notice given under article \
39 or within a reasonable time thereafter.\"", "]"}]}], "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) The buyer may fix an additional period of time of \
reasonable length for performance by the seller of his obligations.\"", "]"}],
",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) Unless the buyer has received notice from the \
seller that he will not perform within the period so fixed, the buyer may \
not, during that period, resort to any remedy for breach of contract. \
However, the buyer is not deprived thereby of any right he may have to claim \
damages for delay in performance.\"", "]"}]}], "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) Subject to article 49, the seller may, even after \
the date for delivery, remedy at his own expense any failure to perform his \
obligations, if he can do so without unreasonable delay and without causing \
the buyer unreasonable inconvenience or uncertainty of reimbursement by the \
seller of expenses advanced by the buyer. However, the buyer retains any \
right to claim damages as provided for in this Convention.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) If the seller requests the buyer to make known \
whether he will accept performance and the buyer does not comply with the \
request within a reasonable time, the seller may perform within the time \
indicated in his request. The buyer may not, during that period of time, \
resort to any remedy which is inconsistent with performance by the seller.\"",
"]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(3) A notice by the seller that he will perform within \
a specified period of time is assumed to include a request, under the \
preceding paragraph, that the buyer make known his decision.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(4) A request or notice by the seller under paragraph \
(2) or (3) of this article is not effective unless received by the buyer.\"",
"]"}]}], "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) The buyer may declare the contract avoided:\"",
"]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(a) if the failure by the seller to perform any of his \
obligations under the contract or this Convention amounts to a fundamental \
breach of contract; or\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(b) in case of non-delivery, if the seller does not \
deliver the goods within the additional period of time fixed by the buyer in \
accordance with paragraph (1) of article 47 or declares that he will not \
deliver within the period so fixed.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) However, in cases where the seller has delivered \
the goods, the buyer loses the right to declare the contract avoided unless \
he does so:\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(a) in respect of late delivery, within a reasonable \
time after he has become aware that delivery has been made;\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(b) in respect of any breach other than late delivery, \
within a reasonable time:\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(i) after he knew or ought to have known of the \
breach;\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(ii) after the expiration of any additional period of \
time fixed by the buyer in accordance with paragraph (1) of article 47, or \
after the seller has declared that he will not perform his obligations within \
such an additional period; or\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(iii) after the expiration of any additional period of \
time indicated by the seller in accordance with paragraph (2) of article 48, \
or after the buyer has declared that he will not accept performance.\"",
"]"}]}], "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"If the goods do not conform with the contract and \
whether or not the price has already been paid, the buyer may reduce the \
price in the same proportion as the value that the goods actually delivered \
had at the time of the delivery bears to the value that conforming goods \
would have had at that time. However, if the seller remedies any failure to \
perform his obligations in accordance with article 37 or article 48 or if the \
buyer refuses to accept performance by the seller in accordance with those \
articles, the buyer may not reduce the price.\"", "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) If the seller delivers only a part of the goods or \
if only a part of the goods delivered is in conformity with the contract, \
articles 46 to 50 apply in respect of the part which is missing or which does \
not conform.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) The buyer may declare the contract avoided in its \
entirety only if the failure to make delivery completely or in conformity \
with the contract amounts to a fundamental breach of the contract.\"",
"]"}]}], "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) If the seller delivers the goods before the date \
fixed, the buyer may take delivery or refuse to take delivery.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) If the seller delivers a quantity of goods greater \
than that provided for in the contract, the buyer may take delivery or refuse \
to take delivery of the excess quantity. If the buyer takes delivery of all \
or part of the excess quantity, he must pay for it at the contract rate.\"",
"]"}]}], "]"}]}], "]"}]}], "]"}], ",",
RowBox[{"\"Chapter\"", "[",
RowBox[{
RowBox[{
"\"article\"", "[",
"\"The buyer must pay the price for the goods and take \
delivery of them as required by the contract and this Convention.\"", "]"}],
",",
RowBox[{"\"Section\"", "[",
RowBox[{
RowBox[{
"\"article\"", "[",
"\"The buyer's obligation to pay the price includes \
taking such steps and complying with such formalities as may be required \
under the contract or any laws and regulations to enable payment to be \
made.\"", "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"Where a contract has been validly concluded but does \
not expressly or implicitly fix or make provision for determining the price, \
the parties are considered, in the absence of any indication to the contrary, \
to have impliedly made reference to the price generally charged at the time \
of the conclusion of the contract for such goods sold under comparable \
circumstances in the trade concerned.\"", "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"If the price is fixed according to the weight of the \
goods, in case of doubt it is to be determined by the net weight.\"", "]"}],
",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) If the buyer is not bound to pay the price at any \
other particular place, he must pay it to the seller:\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(a) at the seller's place of business; or\"", "]"}],
",",
RowBox[{
"\"subarticle\"", "[",
"\"(b) if the payment is to be made against the handing \
over of the goods or of documents, at the place where the handing over takes \
place.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) The seller must bear any increases in the expenses \
incidental to payment which is caused by a change in his place of business \
subsequent to the conclusion of the contract.\"", "]"}]}], "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) If the buyer is not bound to pay the price at any \
other specific time, he must pay it when the seller places either the goods \
or documents controlling their disposition at the buyer's disposal in \
accordance with the contract and this Convention. The seller may make such \
payment a condition for handing over the goods or documents.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) If the contract involves carriage of the goods, \
the seller may dispatch the goods on terms whereby the goods, or documents \
controlling their disposition, will not be handed over to the buyer except \
against payment of the price.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(3) The buyer is not bound to pay the price until he \
has had an opportunity to examine the goods, unless the procedures for \
delivery or payment agreed upon by the parties are inconsistent with his \
having such an opportunity.\"", "]"}]}], "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"The buyer must pay the price on the date fixed by or \
determinable from the contract and this Convention without the need for any \
request or compliance with any formality on the part of the seller.\"",
"]"}]}], "]"}], ",",
RowBox[{"\"Section\"", "[",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"The buyer's obligation to take delivery consists:\"",
"]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(a) in doing all the acts which could reasonably be \
expected of him in order to enable the seller to make delivery; and\"", "]"}],
",",
RowBox[{
"\"subarticle\"", "[",
"\"(b) in taking over the goods.\"", "]"}]}], "]"}],
"]"}], ",",
RowBox[{"\"Section\"", "[",
RowBox[{
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) If the buyer fails to perform any of his \
obligations under the contract or this Convention, the seller may:\"", "]"}],
",",
RowBox[{
"\"subarticle\"", "[",
"\"(a) exercise the rights provided in articles 62 to 65;\
\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(b) claim damages as provided in articles 74 to 77.\"",
"]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) The seller is not deprived of any right he may \
have to claim damages by exercising his right to other remedies.\"", "]"}],
",",
RowBox[{
"\"subarticle\"", "[",
"\"(3) No period of grace may be granted to the buyer by \
a court or arbitral tribunal when the seller resorts to a remedy for breach \
of contract.\"", "]"}]}], "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"The seller may require the buyer to pay the price, \
take delivery or perform his other obligations, unless the seller has \
resorted to a remedy which is inconsistent with this requirement.\"", "]"}],
",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) The seller may fix an additional period of time of \
reasonable length for performance by the buyer of his obligations.\"", "]"}],
",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) Unless the seller has received notice from the \
buyer that he will not perform within the period so fixed, the seller may \
not, during that period, resort to any remedy for breach of contract. \
However, the seller is not deprived thereby of any right he may have to claim \
damages for delay in performance.\"", "]"}]}], "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) The seller may declare the contract avoided:\"",
"]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(a) if the failure by the buyer to perform any of his \
obligations under the contract or this Convention amounts to a fundamental \
breach of contract; or\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(b) if the buyer does not, within the additional \
period of time fixed by the seller in accordance with paragraph (1) of \
article 63, perform his obligation to pay the price or take delivery of the \
goods, or if he declares that he will not do so within the period so \
fixed.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) However, in cases where the buyer has paid the \
price, the seller loses the right to declare the contract avoided unless he \
does so:\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(a) in respect of late performance by the buyer, \
before the seller has become aware that performance has been rendered; or\"",
"]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(b) in respect of any breach other than late \
performance by the buyer, within a reasonable time:\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(i) after the seller knew or ought to have known of \
the breach; or\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(ii) after the expiration of any additional period of \
time fixed by the seller in accordance with paragraph (1) or article 63, or \
after the buyer has declared that he will not perform his obligations within \
such an additional period.\"", "]"}]}], "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) If under the contract the buyer is to specify the \
form, measurement or other features of the goods and he fails to make such \
specification either on the date agreed upon or within a reasonable time \
after receipt of a request from the seller, the seller may, without prejudice \
to any other rights he may have, make the specification himself in accordance \
with the requirements of the buyer that may be known to him.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) If the seller makes the specification himself, he \
must inform the buyer of the details thereof and must fix a reasonable time \
within which the buyer may make a different specification. If, after receipt \
of such a communication, the buyer fails to do so within the time so fixed, \
the specification made by the seller is binding.\"", "]"}]}], "]"}]}],
"]"}]}], "]"}], ",",
RowBox[{"\"Chapter\"", "[",
RowBox[{
RowBox[{
"\"article\"", "[",
"\"Loss of or damage to the goods after the risk has \
passed to the buyer does not discharge him from his obligation to pay the \
price, unless the loss or damage is due to an act or omission of the \
seller.\"", "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) If the contract of sale involves carriage of the \
goods and the seller is not bound to hand them over at a particular place, \
the risk passes to the buyer when the goods are handed over to the first \
carrier for transmission to the buyer in accordance with the contract of \
sale. If the seller is bound to hand the goods over to a carrier at a \
particular place, the risk does not pass to the buyer until the goods are \
handed over to the carrier at that place. The fact that the seller is \
authorized to retain documents controlling the disposition of the goods does \
not affect the passage of the risk.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) Nevertheless, the risk does not pass to the buyer \
until the goods are clearly identified to the contract, whether by markings \
on the goods, by shipping documents, by notice given to the buyer or \
otherwise.\"", "]"}]}], "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"The risk in respect of goods sold in transit passes to \
the buyer from the time of the conclusion of the contract. However, if the \
circumstances so indicate, the risk is assumed by the buyer from the time the \
goods were handed over to the carrier who issued the documents embodying the \
contract of carriage. Nevertheless, if at the time of the conclusion of the \
contract of sale the seller knew or ought to have known that the goods had \
been lost or damaged and did not disclose this to the buyer, the loss or \
damage is at the risk of the seller.\"", "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) In cases not within articles 67 and 68, the risk \
passes to the buyer when he takes over the goods or, if he does not do so in \
due time, from the time when the goods are placed at his disposal and he \
commits a breach of contract by failing to take delivery.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) However, if the buyer is bound to take over the \
goods at a place other than a place of business of the seller, the risk \
passes when delivery is due and the buyer is aware of the fact that the goods \
are placed at his disposal at that place.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(3) If the contract relates to goods not then \
identified, the goods are considered not to be placed at the disposal of the \
buyer until they are clearly identified to the contract.\"", "]"}]}], "]"}],
",",
RowBox[{
"\"article\"", "[",
"\"If the seller has committed a fundamental breach of \
contract, articles 67, 68 and 69 do not impair the remedies available to the \
buyer on account of the breach.\"", "]"}]}], "]"}], ",",
RowBox[{"\"Chapter\"", "[",
RowBox[{
RowBox[{"\"Section\"", "[",
RowBox[{
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) A party may suspend the performance of his \
obligations if, after the conclusion of the contract, it becomes apparent \
that the other party will not perform a substantial part of his obligations \
as a result of:\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(a) a serious deficiency in his ability to perform or \
in his creditworthiness; or\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(b) his conduct in preparing to perform or in \
performing the contract.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) If the seller has already dispatched the goods \
before the grounds described in the preceding paragraph become evident, he \
may prevent the handing over of the goods to the buyer even though the buyer \
holds a document which entitles him to obtain them. The present paragraph \
relates only to the rights in the goods as between the buyer and the \
seller.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(3) A party suspending performance, whether before or \
after dispatch of the goods, must immediately give notice of the suspension \
to the other party and must continue with performance if the other party \
provides adequate assurance of his performance.\"", "]"}]}], "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) If prior to the date for performance of the \
contract it is clear that one of the parties will commit a fundamental breach \
of contract, the other party may declare the contract avoided.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) If time allows, the party intending to declare the \
contract avoided must give reasonable notice to the other party in order to \
permit him to provide adequate assurance of his performance.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(3) The requirements of the preceding paragraph do not \
apply if the other party has declared that he will not perform his \
obligations.\"", "]"}]}], "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) In the case of a contract for delivery of goods by \
instalments, if the failure of one party to perform any of his obligations in \
respect of any instalment constitutes a fundamental breach of contract with \
respect to that instalment, the other party may declare the contract avoided \
with respect to that instalment.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) If one party's failure to perform any of his \
obligations in respect of any instalment gives the other party good grounds \
to conclude that a fundamental breach of contract will occur with respect to \
future instalments, he may declare the contract avoided for the future, \
provided that he does so within a reasonable time.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(3) A buyer who declares the contract avoided in \
respect of any delivery may, at the same time, declare it avoided in respect \
of deliveries already made or of future deliveries if, by reason of their \
interdependence, those deliveries could not be used for the purpose \
contemplated by the parties at the time of the conclusion of the contract.\"",
"]"}]}], "]"}]}], "]"}], ",",
RowBox[{"\"Section\"", "[",
RowBox[{
RowBox[{
"\"article\"", "[",
"\"Damages for breach of contract by one party consist of \
a sum equal to the loss, including loss of profit, suffered by the other \
party as a consequence of the breach. Such damages may not exceed the loss \
which the party in breach foresaw or ought to have foreseen at the time of \
the conclusion of the contract, in the light of the facts and matters of \
which he then knew or ought to have known, as a possible consequence of the \
breach of contract.\"", "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"If the contract is avoided and if, in a reasonable \
manner and within a reasonable time after avoidance, the buyer has bought \
goods in replacement or the seller has resold the goods, the party claiming \
damages may recover the difference between the contract price and the price \
in the substitute transaction as well as any further damages recoverable \
under article 74.\"", "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) If the contract is avoided and there is a current \
price for the goods, the party claiming damages may, if he has not made a \
purchase or resale under article 75, recover the difference between the price \
fixed by the contract and the current price at the time of avoidance as well \
as any further damages recoverable under article 74. If, however, the party \
claiming damages has avoided the contract after taking over the goods, the \
current price at the time of such taking over shall be applied instead of the \
current price at the time of avoidance.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) For the purposes of the preceding paragraph, the \
current price is the price prevailing at the place where delivery of the \
goods should have been made or, if there is no current price at that place, \
the price at such other place as serves as a reasonable substitute, making \
due allowance for differences in the cost of transporting the goods.\"",
"]"}]}], "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"A party who relies on a breach of contract must take \
such measures as are reasonable in the circumstances to mitigate the loss, \
including loss of profit, resulting from the breach. If he fails to take such \
measures, the party in breach may claim a reduction in the damages in the \
amount by which the loss should have been mitigated.\"", "]"}]}], "]"}], ",",
RowBox[{"\"Section\"", "[",
RowBox[{
"\"article\"", "[",
"\"If a party fails to pay the price or any other sum \
that is in arrears, the other party is entitled to interest on it, without \
prejudice to any claim for damages recoverable under article 74.\"", "]"}],
"]"}], ",",
RowBox[{"\"Section\"", "[",
RowBox[{
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) A party is not liable for a failure to perform any \
of his obligations if he proves that the failure was due to an impediment \
beyond his control and that he could not reasonably be expected to have taken \
the impediment into account at the time of the conclusion of the contract or \
to have avoided or overcome it or its consequences.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) If the party's failure is due to the failure by a \
third person whom he has engaged to perform the whole or a part of the \
contract, that party is exempt from liability only if:\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(a) he is exempt under the preceding paragraph; and\"",
"]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(b) the person whom he has so engaged would be so \
exempt if the provisions of that paragraph were applied to him.\"", "]"}],
",",
RowBox[{
"\"subarticle\"", "[",
"\"(3) The exemption provided by this article has effect \
for the period during which the impediment exists.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(4) The party who fails to perform must give notice to \
the other party of the impediment and its effect on his ability to perform. \
If the notice is not received by the other party within a reasonable time \
after the party who fails to perform knew or ought to have known of the \
impediment, he is liable for damages resulting from such non-receipt.\"",
"]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(5) Nothing in this article prevents either party from \
exercising any right other than to claim damages under this Convention.\"",
"]"}]}], "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"A party may not rely on a failure of the other party \
to perform, to the extent that such failure was caused by the first party's \
act or omission.\"", "]"}]}], "]"}], ",",
RowBox[{"\"Section\"", "[",
RowBox[{
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) Avoidance of the contract releases both parties \
from their obligations under it, subject to any damages which may be due. \
Avoidance does not affect any provision of the contract for the settlement of \
disputes or any other provision of the contract governing the rights and \
obligations of the parties consequent upon the avoidance of the contract.\"",
"]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) A party who has performed the contract either \
wholly or in part may claim restitution from the other party of whatever the \
first party has supplied or paid under the contract. If both parties are \
bound to make restitution, they must do so concurrently.\"", "]"}]}], "]"}],
",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) The buyer loses the right to declare the contract \
avoided or to require the seller to deliver substitute goods if it is \
impossible for him to make restitution of the goods substantially in the \
condition in which he received them.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) The preceding paragraph does not apply:\"", "]"}],
",",
RowBox[{
"\"subarticle\"", "[",
"\"(a) if the impossibility of making restitution of the \
goods or of making restitution of the goods substantially in the condition in \
which the buyer received them is not due to his act or omission;\"", "]"}],
",",
RowBox[{
"\"subarticle\"", "[",
"\"(b) if the goods or part of the goods have perished or \
deteriorated as a result of the examination provided for in article 38; or\"",
"]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(c) if the goods or part of the goods have been sold \
in the normal course of business or have been consumed or transformed by the \
buyer in the course normal use before he discovered or ought to have \
discovered the lack of conformity.\"", "]"}]}], "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"A buyer who has lost the right to declare the contract \
avoided or to require the seller to deliver substitute goods in accordance \
with article 82 retains all other remedies under the contract and this \
Convention.\"", "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) If the seller is bound to refund the price, he \
must also pay interest on it, from the date on which the price was paid.\"",
"]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) The buyer must account to the seller for all \
benefits which he has derived from the goods or part of them:\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(a) if he must make restitution of the goods or part \
of them; or\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(b) if it is impossible for him to make restitution of \
all or part of the goods or to make restitution of all or part of the goods \
substantially in the condition in which he received them, but he has \
nevertheless declared the contract avoided or required the seller to deliver \
substitute goods.\"", "]"}]}], "]"}]}], "]"}], ",",
RowBox[{"\"Section\"", "[",
RowBox[{
RowBox[{
"\"article\"", "[",
"\"If the buyer is in delay in taking delivery of the \
goods or, where payment of the price and delivery of the goods are to be made \
concurrently, if he fails to pay the price, and the seller is either in \
possession of the goods or otherwise able to control their disposition, the \
seller must take such steps as are reasonable in the circumstances to \
preserve them. He is entitled to retain them until he has been reimbursed his \
reasonable expenses by the buyer.\"", "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) If the buyer has received the goods and intends to \
exercise any right under the contract or this Convention to reject them, he \
must take such steps to preserve them as are reasonable in the circumstances. \
He is entitled to retain them until he has been reimbursed his reasonable \
expenses by the seller.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) If goods dispatched to the buyer have been placed \
at his disposal at their destination and he exercises the right to reject \
them, he must take possession of them on behalf of the seller, provided that \
this can be done without payment of the price and without unreasonable \
inconvenience or unreasonable expense. This provision does not apply if the \
seller or a person authorized to take charge of the goods on his behalf is \
present at the destination. If the buyer takes possession of the goods under \
this paragraph, his rights and obligations are governed by the preceding \
paragraph.\"", "]"}]}], "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"A party who is bound to take steps to preserve the \
goods may deposit them in a warehouse of a third person at the expense of the \
other party provided that the expense incurred is not unreasonable.\"", "]"}],
",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) A party who is bound to preserve the goods in \
accordance with article 85 or 86 may sell them by any appropriate means if \
there has been an unreasonable delay by the other party in taking possession \
of the goods or in taking them back or in paying the price or the cost of \
preservation, provided that reasonable notice of the intention to sell has \
been given to the other party.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) If the goods are subject to rapid deterioration or \
their preservation would involve unreasonable expense, a party who is bound \
to preserve the goods in accordance with article 85 or 86 must take \
reasonable measures to sell them. To the extent possible he must give notice \
to the other party of his intention to sell.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(3) A party selling the goods has the right to retain \
out of the proceeds of sale an amount equal to the reasonable expenses of \
preserving the goods and of selling them. He must account to the other party \
for the balance.\"", "]"}]}], "]"}]}], "]"}]}], "]"}]}], "]"}], HoldForm]],
Annotation[#,
HoldForm[
"PART"[
"Chapter"[
"article"[
"A breach of contract committed by one of the parties is \
fundamental if it results in such detriment to the other party as \
substantially to deprive him of what he is entitled to expect under the \
contract, unless the party in breach did not foresee and a reasonable person \
of the same kind in the same circumstances would not have foreseen such a \
result."],
"article"[
"A declaration of avoidance of the contract is effective only if \
made by notice to the other party."],
"article"[
"Unless otherwise expressly provided in this Part of the \
Convention, if any notice, request or other communication is given or made by \
a party in accordance with this Part and by means appropriate in the \
circumstances, a delay or error in the transmission of the communication or \
its failure to arrive does not deprive that party of the right to rely on the \
communication."],
"article"[
"If, in accordance with the provisions of this Convention, one \
party is entitled to require performance of any obligation by the other \
party, a court is not bound to enter a judgement for specific performance \
unless the court would do so under its own law in respect of similar \
contracts of sale not governed by this Convention."],
"article"[
"subarticle"[
"(1) A contract may be modified or terminated by the mere \
agreement of the parties."],
"subarticle"[
"(2) A contract in writing which contains a provision requiring \
any modification or termination by agreement to be in writing may not be \
otherwise modified or terminated by agreement. However, a party may be \
precluded by his conduct from asserting such a provision to the extent that \
the other party has relied on that conduct."]]],
"Chapter"[
"article"[
"The seller must deliver the goods, hand over any documents \
relating to them and transfer the property in the goods, as required by the \
contract and this Convention."],
"Section"[
"article"[
"subarticle"[
"If the seller is not bound to deliver the goods at any other \
particular place, his obligation to deliver consists:"],
"subarticle"[
"(a) if the contract of sale involves carriage of the goods - in \
handing the goods over to the first carrier for transmission to the buyer;"],
"subarticle"[
"(b) if, in cases not within the preceding subparagraph, the \
contract related to specific goods, or unidentified goods to be drawn from a \
specific stock or to be manufactured or produced, and at the time of the \
conclusion of the contract the parties knew that the goods were at, or were \
to be manufactured or produced at, a particular place - in placing the goods \
at the buyer's disposal at that place;"],
"subarticle"[
"(c) in other cases - in placing the goods at the buyer's \
disposal at the place where the seller had his place of business at the time \
of the conclusion of the contract."]],
"article"[
"subarticle"[
"(1) If the seller, in accordance with the contract or this \
Convention, hands the goods over to a carrier and if the goods are not \
clearly identified to the contract by markings on the goods, by shipping \
documents or otherwise, the seller must give the buyer notice of the \
consignment specifying the goods."],
"subarticle"[
"(2) If the seller is bound to arrange for carriage of the \
goods, he must make such contracts as are necessary for carriage to the place \
fixed by means of transportation appropriate in the circumstances and \
according to the usual terms for such transportation."],
"subarticle"[
"(3) If the seller is not bound to effect insurance in respect \
of the carriage of the goods, he must, at the buyer's request, provide him \
with all available information necessary to enable him to effect such \
insurance."]],
"article"[
"subarticle"["The seller must deliver the goods:"],
"subarticle"[
"(a) if a date is fixed by or determinable from the contract, on \
that date;"],
"subarticle"[
"(b) if a period of time is fixed by or determinable from the \
contract, at any time within that period unless circumstances indicate that \
the buyer is to choose a date; or"],
"subarticle"[
"(c) in any other case, within a reasonable time after the \
conclusion of the contract."]],
"article"[
"If the seller is bound to hand over documents relating to the \
goods, he must hand them over at the time and place and in the form required \
by the contract. If the seller has handed over documents before that time, he \
may, up to that time, cure any lack of conformity in the documents, if the \
exercise of this right does not cause the buyer unreasonable inconvenience or \
unreasonable expense. However, the buyer retains any right to claim damages \
as provided for in this Convention."]],
"Section"[
"article"[
"subarticle"[
"(1) The seller must deliver goods which are of the quantity, \
quality and description required by the contract and which are contained or \
packaged in the manner required by the contract."],
"subarticle"[
"(2) Except where the parties have agreed otherwise, the goods \
do not conform with the contract unless they:"],
"subarticle"[
"(a) are fit for the purposes for which goods of the same \
description would ordinarily be used;"],
"subarticle"[
"(b) are fit for any particular purpose expressly or impliedly \
made known to the seller at the time of the conclusion of the contract, \
except where the circumstances show that the buyer did not rely, or that it \
was unreasonable for him to rely, on the seller's skill and judgement;"],
"subarticle"[
"(c) possess the qualities of goods which the seller has held \
out to the buyer as a sample or model;"],
"subarticle"[
"(d) are contained or packaged in the manner usual for such \
goods or, where there is no such manner, in a manner adequate to preserve and \
protect the goods."],
"subarticle"[
"(3) The seller is not liable under subparagraphs (a) to (d) of \
the preceding paragraph for any lack of conformity of the goods if at the \
time of the conclusion of the contract the buyer knew or could not have been \
unaware of such lack of conformity."]],
"article"[
"subarticle"[
"(1) The seller is liable in accordance with the contract and \
this Convention for any lack of conformity which exists at the time when the \
risk passes to the buyer, even though the lack of conformity becomes apparent \
only after that time."],
"subarticle"[
"(2) The seller is also liable for any lack of conformity which \
occurs after the time indicated in the preceding paragraph and which is due \
to a breach of any of his obligations, including a breach of any guarantee \
that for a period of time the goods will remain fit for their ordinary \
purpose or for some particular purpose or will retain specified qualities or \
characteristics."]],
"article"[
"If the seller has delivered goods before the date for delivery, \
he may, up to that date, deliver any missing part or make up any deficiency \
in the quantity of the goods delivered, or deliver goods in replacement of \
any non-conforming goods delivered or remedy any lack of conformity in the \
goods delivered, provided that the exercise of this right does not cause the \
buyer unreasonable inconvenience or unreasonable expense. However, the buyer \
retains any right to claim damages as provided for in this Convention."],
"article"[
"subarticle"[
"(1) The buyer must examine the goods, or cause them to be \
examined, within as short a period as is practicable in the circumstances."],
"subarticle"[
"(2) If the contract involves carriage of the goods, examination \
may be deferred until after the goods have arrived at their destination."],
"subarticle"[
"(3) If the goods are redirected in transit or redispatched by \
the buyer without a reasonable opportunity for examination by him and at the \
time of the conclusion of the contract the seller knew or ought to have known \
of the possibility of such redirection or redispatch, examination may be \
deferred until after the goods have arrived at the new destination."]],
"article"[
"subarticle"[
"(1) The buyer loses the right to rely on a lack of conformity \
of the goods if he does not give notice to the seller specifying the nature \
of the lack of conformity within a reasonable time after he has discovered it \
or ought to have discovered it."],
"subarticle"[
"(2) In any event, the buyer loses the right to rely on a lack \
of conformity of the goods if he does not give the seller notice thereof at \
the latest within a period of two years from the date on which the goods were \
actually handed over to the buyer, unless this time-limit is inconsistent \
with a contractual period of guarantee."]],
"article"[
"The seller is not entitled to rely on the provisions of articles \
38 and 39 if the lack of conformity relates to facts of which he knew or \
could not have been unaware and which he did not disclose to the buyer."],
"article"[
"The seller must deliver goods which are free from any right or \
claim of a third party, unless the buyer agreed to take the goods subject to \
that right or claim. However, if such right or claim is based on industrial \
property or other intellectual property, the seller's obligation is governed \
by article 42."],
"article"[
"subarticle"[
"(1) The seller must deliver goods which are free from any right \
or claim of a third party based on industrial property or other intellectual \
property, of which at the time of the conclusion of the contract the seller \
knew or could not have been unaware, provided that the right or claim is \
based on industrial property or other intellectual property:"],
"subarticle"[
"(a) under the law of the State where the goods will be resold \
or otherwise used, if it was contemplated by the parties at the time of the \
conclusion of the contract that the goods would be resold or otherwise used \
in that State; or"],
"subarticle"[
"(b) in any other case, under the law of the State where the \
buyer has his place of business."],
"subarticle"[
"(2) The obligation of the seller under the preceding paragraph \
does not extend to cases where:"],
"subarticle"[
"(a) at the time of the conclusion of the contract the buyer \
knew or could not have been unaware of the right or claim; or"],
"subarticle"[
"(b) the right or claim results from the seller's compliance \
with technical drawings, designs, formulae or other such specifications \
furnished by the buyer."]],
"article"[
"subarticle"[
"(1) The buyer loses the right to rely on the provisions of \
article 41 or article 42 if he does not give notice to the seller specifying \
the nature of the right or claim of the third party within a reasonable time \
after he has become aware or ought to have become aware of the right or \
claim."],
"subarticle"[
"(2) The seller is not entitled to rely on the provisions of the \
preceding paragraph if he knew of the right or claim of the third party and \
the nature of it."]],
"article"[
"subarticle"[
"Notwithstanding the provisions of paragraph (1) of article 39 \
and paragraph (1) of article 43, the buyer may reduce the price in accordance \
with article 50 or claim damages, except for loss of profit, if he has a \
reasonable excuse for his failure to give the required notice."]]],
"Section"[
"article"[
"subarticle"[
"(1) If the seller fails to perform any of his obligations under \
the contract or this Convention, the buyer may:"],
"subarticle"[
"(a) exercise the rights provided in articles 46 to 52;"],
"subarticle"[
"(b) claim damages as provided in articles 74 to 77."],
"subarticle"[
"(2) The buyer is not deprived of any right he may have to claim \
damages by exercising his right to other remedies."],
"subarticle"[
"(3) No period of grace may be granted to the seller by a court \
or arbitral tribunal when the buyer resorts to a remedy for breach of \
contract."]],
"article"[
"subarticle"[
"(1) The buyer may require performance by the seller of his \
obligations unless the buyer has resorted to a remedy which is inconsistent \
with this requirement."],
"subarticle"[
"(2) If the goods do not conform with the contract, the buyer \
may require delivery of substitute goods only if the lack of conformity \
constitutes a fundamental breach of contract and a request for substitute \
goods is made either in conjunction with notice given under article 39 or \
within a reasonable time thereafter."],
"subarticle"[
"(3) If the goods do not conform with the contract, the buyer \
may require the seller to remedy the lack of conformity by repair, unless \
this is unreasonable having regard to all the circumstances. A request for \
repair must be made either in conjunction with notice given under article 39 \
or within a reasonable time thereafter."]],
"article"[
"subarticle"[
"(1) The buyer may fix an additional period of time of \
reasonable length for performance by the seller of his obligations."],
"subarticle"[
"(2) Unless the buyer has received notice from the seller that \
he will not perform within the period so fixed, the buyer may not, during \
that period, resort to any remedy for breach of contract. However, the buyer \
is not deprived thereby of any right he may have to claim damages for delay \
in performance."]],
"article"[
"subarticle"[
"(1) Subject to article 49, the seller may, even after the date \
for delivery, remedy at his own expense any failure to perform his \
obligations, if he can do so without unreasonable delay and without causing \
the buyer unreasonable inconvenience or uncertainty of reimbursement by the \
seller of expenses advanced by the buyer. However, the buyer retains any \
right to claim damages as provided for in this Convention."],
"subarticle"[
"(2) If the seller requests the buyer to make known whether he \
will accept performance and the buyer does not comply with the request within \
a reasonable time, the seller may perform within the time indicated in his \
request. The buyer may not, during that period of time, resort to any remedy \
which is inconsistent with performance by the seller."],
"subarticle"[
"(3) A notice by the seller that he will perform within a \
specified period of time is assumed to include a request, under the preceding \
paragraph, that the buyer make known his decision."],
"subarticle"[
"(4) A request or notice by the seller under paragraph (2) or \
(3) of this article is not effective unless received by the buyer."]],
"article"[
"subarticle"["(1) The buyer may declare the contract avoided:"],
"subarticle"[
"(a) if the failure by the seller to perform any of his \
obligations under the contract or this Convention amounts to a fundamental \
breach of contract; or"],
"subarticle"[
"(b) in case of non-delivery, if the seller does not deliver the \
goods within the additional period of time fixed by the buyer in accordance \
with paragraph (1) of article 47 or declares that he will not deliver within \
the period so fixed."],
"subarticle"[
"(2) However, in cases where the seller has delivered the goods, \
the buyer loses the right to declare the contract avoided unless he does \
so:"],
"subarticle"[
"(a) in respect of late delivery, within a reasonable time after \
he has become aware that delivery has been made;"],
"subarticle"[
"(b) in respect of any breach other than late delivery, within a \
reasonable time:"],
"subarticle"[
"(i) after he knew or ought to have known of the breach;"],
"subarticle"[
"(ii) after the expiration of any additional period of time \
fixed by the buyer in accordance with paragraph (1) of article 47, or after \
the seller has declared that he will not perform his obligations within such \
an additional period; or"],
"subarticle"[
"(iii) after the expiration of any additional period of time \
indicated by the seller in accordance with paragraph (2) of article 48, or \
after the buyer has declared that he will not accept performance."]],
"article"[
"If the goods do not conform with the contract and whether or not \
the price has already been paid, the buyer may reduce the price in the same \
proportion as the value that the goods actually delivered had at the time of \
the delivery bears to the value that conforming goods would have had at that \
time. However, if the seller remedies any failure to perform his obligations \
in accordance with article 37 or article 48 or if the buyer refuses to accept \
performance by the seller in accordance with those articles, the buyer may \
not reduce the price."],
"article"[
"subarticle"[
"(1) If the seller delivers only a part of the goods or if only \
a part of the goods delivered is in conformity with the contract, articles 46 \
to 50 apply in respect of the part which is missing or which does not \
conform."],
"subarticle"[
"(2) The buyer may declare the contract avoided in its entirety \
only if the failure to make delivery completely or in conformity with the \
contract amounts to a fundamental breach of the contract."]],
"article"[
"subarticle"[
"(1) If the seller delivers the goods before the date fixed, the \
buyer may take delivery or refuse to take delivery."],
"subarticle"[
"(2) If the seller delivers a quantity of goods greater than \
that provided for in the contract, the buyer may take delivery or refuse to \
take delivery of the excess quantity. If the buyer takes delivery of all or \
part of the excess quantity, he must pay for it at the contract rate."]]]],
"Chapter"[
"article"[
"The buyer must pay the price for the goods and take delivery of \
them as required by the contract and this Convention."],
"Section"[
"article"[
"The buyer's obligation to pay the price includes taking such \
steps and complying with such formalities as may be required under the \
contract or any laws and regulations to enable payment to be made."],
"article"[
"Where a contract has been validly concluded but does not \
expressly or implicitly fix or make provision for determining the price, the \
parties are considered, in the absence of any indication to the contrary, to \
have impliedly made reference to the price generally charged at the time of \
the conclusion of the contract for such goods sold under comparable \
circumstances in the trade concerned."],
"article"[
"If the price is fixed according to the weight of the goods, in \
case of doubt it is to be determined by the net weight."],
"article"[
"subarticle"[
"(1) If the buyer is not bound to pay the price at any other \
particular place, he must pay it to the seller:"],
"subarticle"["(a) at the seller's place of business; or"],
"subarticle"[
"(b) if the payment is to be made against the handing over of \
the goods or of documents, at the place where the handing over takes place."],
"subarticle"[
"(2) The seller must bear any increases in the expenses \
incidental to payment which is caused by a change in his place of business \
subsequent to the conclusion of the contract."]],
"article"[
"subarticle"[
"(1) If the buyer is not bound to pay the price at any other \
specific time, he must pay it when the seller places either the goods or \
documents controlling their disposition at the buyer's disposal in accordance \
with the contract and this Convention. The seller may make such payment a \
condition for handing over the goods or documents."],
"subarticle"[
"(2) If the contract involves carriage of the goods, the seller \
may dispatch the goods on terms whereby the goods, or documents controlling \
their disposition, will not be handed over to the buyer except against \
payment of the price."],
"subarticle"[
"(3) The buyer is not bound to pay the price until he has had an \
opportunity to examine the goods, unless the procedures for delivery or \
payment agreed upon by the parties are inconsistent with his having such an \
opportunity."]],
"article"[
"The buyer must pay the price on the date fixed by or \
determinable from the contract and this Convention without the need for any \
request or compliance with any formality on the part of the seller."]],
"Section"[
"article"[
"subarticle"[
"The buyer's obligation to take delivery consists:"],
"subarticle"[
"(a) in doing all the acts which could reasonably be expected of \
him in order to enable the seller to make delivery; and"],
"subarticle"["(b) in taking over the goods."]]],
"Section"[
"article"[
"subarticle"[
"(1) If the buyer fails to perform any of his obligations under \
the contract or this Convention, the seller may:"],
"subarticle"[
"(a) exercise the rights provided in articles 62 to 65;"],
"subarticle"[
"(b) claim damages as provided in articles 74 to 77."],
"subarticle"[
"(2) The seller is not deprived of any right he may have to \
claim damages by exercising his right to other remedies."],
"subarticle"[
"(3) No period of grace may be granted to the buyer by a court \
or arbitral tribunal when the seller resorts to a remedy for breach of \
contract."]],
"article"[
"The seller may require the buyer to pay the price, take delivery \
or perform his other obligations, unless the seller has resorted to a remedy \
which is inconsistent with this requirement."],
"article"[
"subarticle"[
"(1) The seller may fix an additional period of time of \
reasonable length for performance by the buyer of his obligations."],
"subarticle"[
"(2) Unless the seller has received notice from the buyer that \
he will not perform within the period so fixed, the seller may not, during \
that period, resort to any remedy for breach of contract. However, the seller \
is not deprived thereby of any right he may have to claim damages for delay \
in performance."]],
"article"[
"subarticle"["(1) The seller may declare the contract avoided:"],
"subarticle"[
"(a) if the failure by the buyer to perform any of his \
obligations under the contract or this Convention amounts to a fundamental \
breach of contract; or"],
"subarticle"[
"(b) if the buyer does not, within the additional period of time \
fixed by the seller in accordance with paragraph (1) of article 63, perform \
his obligation to pay the price or take delivery of the goods, or if he \
declares that he will not do so within the period so fixed."],
"subarticle"[
"(2) However, in cases where the buyer has paid the price, the \
seller loses the right to declare the contract avoided unless he does so:"],
"subarticle"[
"(a) in respect of late performance by the buyer, before the \
seller has become aware that performance has been rendered; or"],
"subarticle"[
"(b) in respect of any breach other than late performance by the \
buyer, within a reasonable time:"],
"subarticle"[
"(i) after the seller knew or ought to have known of the breach; \
or"],
"subarticle"[
"(ii) after the expiration of any additional period of time \
fixed by the seller in accordance with paragraph (1) or article 63, or after \
the buyer has declared that he will not perform his obligations within such \
an additional period."]],
"article"[
"subarticle"[
"(1) If under the contract the buyer is to specify the form, \
measurement or other features of the goods and he fails to make such \
specification either on the date agreed upon or within a reasonable time \
after receipt of a request from the seller, the seller may, without prejudice \
to any other rights he may have, make the specification himself in accordance \
with the requirements of the buyer that may be known to him."],
"subarticle"[
"(2) If the seller makes the specification himself, he must \
inform the buyer of the details thereof and must fix a reasonable time within \
which the buyer may make a different specification. If, after receipt of such \
a communication, the buyer fails to do so within the time so fixed, the \
specification made by the seller is binding."]]]],
"Chapter"[
"article"[
"Loss of or damage to the goods after the risk has passed to the \
buyer does not discharge him from his obligation to pay the price, unless the \
loss or damage is due to an act or omission of the seller."],
"article"[
"subarticle"[
"(1) If the contract of sale involves carriage of the goods and \
the seller is not bound to hand them over at a particular place, the risk \
passes to the buyer when the goods are handed over to the first carrier for \
transmission to the buyer in accordance with the contract of sale. If the \
seller is bound to hand the goods over to a carrier at a particular place, \
the risk does not pass to the buyer until the goods are handed over to the \
carrier at that place. The fact that the seller is authorized to retain \
documents controlling the disposition of the goods does not affect the \
passage of the risk."],
"subarticle"[
"(2) Nevertheless, the risk does not pass to the buyer until the \
goods are clearly identified to the contract, whether by markings on the \
goods, by shipping documents, by notice given to the buyer or otherwise."]],
"article"[
"The risk in respect of goods sold in transit passes to the buyer \
from the time of the conclusion of the contract. However, if the \
circumstances so indicate, the risk is assumed by the buyer from the time the \
goods were handed over to the carrier who issued the documents embodying the \
contract of carriage. Nevertheless, if at the time of the conclusion of the \
contract of sale the seller knew or ought to have known that the goods had \
been lost or damaged and did not disclose this to the buyer, the loss or \
damage is at the risk of the seller."],
"article"[
"subarticle"[
"(1) In cases not within articles 67 and 68, the risk passes to \
the buyer when he takes over the goods or, if he does not do so in due time, \
from the time when the goods are placed at his disposal and he commits a \
breach of contract by failing to take delivery."],
"subarticle"[
"(2) However, if the buyer is bound to take over the goods at a \
place other than a place of business of the seller, the risk passes when \
delivery is due and the buyer is aware of the fact that the goods are placed \
at his disposal at that place."],
"subarticle"[
"(3) If the contract relates to goods not then identified, the \
goods are considered not to be placed at the disposal of the buyer until they \
are clearly identified to the contract."]],
"article"[
"If the seller has committed a fundamental breach of contract, \
articles 67, 68 and 69 do not impair the remedies available to the buyer on \
account of the breach."]],
"Chapter"[
"Section"[
"article"[
"subarticle"[
"(1) A party may suspend the performance of his obligations if, \
after the conclusion of the contract, it becomes apparent that the other \
party will not perform a substantial part of his obligations as a result \
of:"],
"subarticle"[
"(a) a serious deficiency in his ability to perform or in his \
creditworthiness; or"],
"subarticle"[
"(b) his conduct in preparing to perform or in performing the \
contract."],
"subarticle"[
"(2) If the seller has already dispatched the goods before the \
grounds described in the preceding paragraph become evident, he may prevent \
the handing over of the goods to the buyer even though the buyer holds a \
document which entitles him to obtain them. The present paragraph relates \
only to the rights in the goods as between the buyer and the seller."],
"subarticle"[
"(3) A party suspending performance, whether before or after \
dispatch of the goods, must immediately give notice of the suspension to the \
other party and must continue with performance if the other party provides \
adequate assurance of his performance."]],
"article"[
"subarticle"[
"(1) If prior to the date for performance of the contract it is \
clear that one of the parties will commit a fundamental breach of contract, \
the other party may declare the contract avoided."],
"subarticle"[
"(2) If time allows, the party intending to declare the contract \
avoided must give reasonable notice to the other party in order to permit him \
to provide adequate assurance of his performance."],
"subarticle"[
"(3) The requirements of the preceding paragraph do not apply if \
the other party has declared that he will not perform his obligations."]],
"article"[
"subarticle"[
"(1) In the case of a contract for delivery of goods by \
instalments, if the failure of one party to perform any of his obligations in \
respect of any instalment constitutes a fundamental breach of contract with \
respect to that instalment, the other party may declare the contract avoided \
with respect to that instalment."],
"subarticle"[
"(2) If one party's failure to perform any of his obligations in \
respect of any instalment gives the other party good grounds to conclude that \
a fundamental breach of contract will occur with respect to future \
instalments, he may declare the contract avoided for the future, provided \
that he does so within a reasonable time."],
"subarticle"[
"(3) A buyer who declares the contract avoided in respect of any \
delivery may, at the same time, declare it avoided in respect of deliveries \
already made or of future deliveries if, by reason of their interdependence, \
those deliveries could not be used for the purpose contemplated by the \
parties at the time of the conclusion of the contract."]]],
"Section"[
"article"[
"Damages for breach of contract by one party consist of a sum \
equal to the loss, including loss of profit, suffered by the other party as a \
consequence of the breach. Such damages may not exceed the loss which the \
party in breach foresaw or ought to have foreseen at the time of the \
conclusion of the contract, in the light of the facts and matters of which he \
then knew or ought to have known, as a possible consequence of the breach of \
contract."],
"article"[
"If the contract is avoided and if, in a reasonable manner and \
within a reasonable time after avoidance, the buyer has bought goods in \
replacement or the seller has resold the goods, the party claiming damages \
may recover the difference between the contract price and the price in the \
substitute transaction as well as any further damages recoverable under \
article 74."],
"article"[
"subarticle"[
"(1) If the contract is avoided and there is a current price for \
the goods, the party claiming damages may, if he has not made a purchase or \
resale under article 75, recover the difference between the price fixed by \
the contract and the current price at the time of avoidance as well as any \
further damages recoverable under article 74. If, however, the party claiming \
damages has avoided the contract after taking over the goods, the current \
price at the time of such taking over shall be applied instead of the current \
price at the time of avoidance."],
"subarticle"[
"(2) For the purposes of the preceding paragraph, the current \
price is the price prevailing at the place where delivery of the goods should \
have been made or, if there is no current price at that place, the price at \
such other place as serves as a reasonable substitute, making due allowance \
for differences in the cost of transporting the goods."]],
"article"[
"A party who relies on a breach of contract must take such \
measures as are reasonable in the circumstances to mitigate the loss, \
including loss of profit, resulting from the breach. If he fails to take such \
measures, the party in breach may claim a reduction in the damages in the \
amount by which the loss should have been mitigated."]],
"Section"[
"article"[
"If a party fails to pay the price or any other sum that is in \
arrears, the other party is entitled to interest on it, without prejudice to \
any claim for damages recoverable under article 74."]],
"Section"[
"article"[
"subarticle"[
"(1) A party is not liable for a failure to perform any of his \
obligations if he proves that the failure was due to an impediment beyond his \
control and that he could not reasonably be expected to have taken the \
impediment into account at the time of the conclusion of the contract or to \
have avoided or overcome it or its consequences."],
"subarticle"[
"(2) If the party's failure is due to the failure by a third \
person whom he has engaged to perform the whole or a part of the contract, \
that party is exempt from liability only if:"],
"subarticle"[
"(a) he is exempt under the preceding paragraph; and"],
"subarticle"[
"(b) the person whom he has so engaged would be so exempt if the \
provisions of that paragraph were applied to him."],
"subarticle"[
"(3) The exemption provided by this article has effect for the \
period during which the impediment exists."],
"subarticle"[
"(4) The party who fails to perform must give notice to the \
other party of the impediment and its effect on his ability to perform. If \
the notice is not received by the other party within a reasonable time after \
the party who fails to perform knew or ought to have known of the impediment, \
he is liable for damages resulting from such non-receipt."],
"subarticle"[
"(5) Nothing in this article prevents either party from \
exercising any right other than to claim damages under this Convention."]],
"article"[
"A party may not rely on a failure of the other party to perform, \
to the extent that such failure was caused by the first party's act or \
omission."]],
"Section"[
"article"[
"subarticle"[
"(1) Avoidance of the contract releases both parties from their \
obligations under it, subject to any damages which may be due. Avoidance does \
not affect any provision of the contract for the settlement of disputes or \
any other provision of the contract governing the rights and obligations of \
the parties consequent upon the avoidance of the contract."],
"subarticle"[
"(2) A party who has performed the contract either wholly or in \
part may claim restitution from the other party of whatever the first party \
has supplied or paid under the contract. If both parties are bound to make \
restitution, they must do so concurrently."]],
"article"[
"subarticle"[
"(1) The buyer loses the right to declare the contract avoided \
or to require the seller to deliver substitute goods if it is impossible for \
him to make restitution of the goods substantially in the condition in which \
he received them."],
"subarticle"["(2) The preceding paragraph does not apply:"],
"subarticle"[
"(a) if the impossibility of making restitution of the goods or \
of making restitution of the goods substantially in the condition in which \
the buyer received them is not due to his act or omission;"],
"subarticle"[
"(b) if the goods or part of the goods have perished or \
deteriorated as a result of the examination provided for in article 38; or"],
"subarticle"[
"(c) if the goods or part of the goods have been sold in the \
normal course of business or have been consumed or transformed by the buyer \
in the course normal use before he discovered or ought to have discovered the \
lack of conformity."]],
"article"[
"A buyer who has lost the right to declare the contract avoided \
or to require the seller to deliver substitute goods in accordance with \
article 82 retains all other remedies under the contract and this \
Convention."],
"article"[
"subarticle"[
"(1) If the seller is bound to refund the price, he must also \
pay interest on it, from the date on which the price was paid."],
"subarticle"[
"(2) The buyer must account to the seller for all benefits which \
he has derived from the goods or part of them:"],
"subarticle"[
"(a) if he must make restitution of the goods or part of them; \
or"],
"subarticle"[
"(b) if it is impossible for him to make restitution of all or \
part of the goods or to make restitution of all or part of the goods \
substantially in the condition in which he received them, but he has \
nevertheless declared the contract avoided or required the seller to deliver \
substitute goods."]]],
"Section"[
"article"[
"If the buyer is in delay in taking delivery of the goods or, \
where payment of the price and delivery of the goods are to be made \
concurrently, if he fails to pay the price, and the seller is either in \
possession of the goods or otherwise able to control their disposition, the \
seller must take such steps as are reasonable in the circumstances to \
preserve them. He is entitled to retain them until he has been reimbursed his \
reasonable expenses by the buyer."],
"article"[
"subarticle"[
"(1) If the buyer has received the goods and intends to exercise \
any right under the contract or this Convention to reject them, he must take \
such steps to preserve them as are reasonable in the circumstances. He is \
entitled to retain them until he has been reimbursed his reasonable expenses \
by the seller."],
"subarticle"[
"(2) If goods dispatched to the buyer have been placed at his \
disposal at their destination and he exercises the right to reject them, he \
must take possession of them on behalf of the seller, provided that this can \
be done without payment of the price and without unreasonable inconvenience \
or unreasonable expense. This provision does not apply if the seller or a \
person authorized to take charge of the goods on his behalf is present at the \
destination. If the buyer takes possession of the goods under this paragraph, \
his rights and obligations are governed by the preceding paragraph."]],
"article"[
"A party who is bound to take steps to preserve the goods may \
deposit them in a warehouse of a third person at the expense of the other \
party provided that the expense incurred is not unreasonable."],
"article"[
"subarticle"[
"(1) A party who is bound to preserve the goods in accordance \
with article 85 or 86 may sell them by any appropriate means if there has \
been an unreasonable delay by the other party in taking possession of the \
goods or in taking them back or in paying the price or the cost of \
preservation, provided that reasonable notice of the intention to sell has \
been given to the other party."],
"subarticle"[
"(2) If the goods are subject to rapid deterioration or their \
preservation would involve unreasonable expense, a party who is bound to \
preserve the goods in accordance with article 85 or 86 must take reasonable \
measures to sell them. To the extent possible he must give notice to the \
other party of his intention to sell."],
"subarticle"[
"(3) A party selling the goods has the right to retain out of \
the proceeds of sale an amount equal to the reasonable expenses of preserving \
the goods and of selling them. He must account to the other party for the \
balance."]]]]]], "Tooltip"]& ],
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documents or otherwise, the seller must give the buyer notice of the \
consignment specifying the goods.\"", "]"}], ",",
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to the goods, he must hand them over at the time and place and in the form \
required by the contract. If the seller has handed over documents before that \
time, he may, up to that time, cure any lack of conformity in the documents, \
if the exercise of this right does not cause the buyer unreasonable \
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same description would ordinarily be used;\"", "]"}], ",",
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impliedly made known to the seller at the time of the conclusion of the \
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that it was unreasonable for him to rely, on the seller's skill and \
judgement;\"", "]"}], ",",
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deficiency in the quantity of the goods delivered, or deliver goods in \
replacement of any non-conforming goods delivered or remedy any lack of \
conformity in the goods delivered, provided that the exercise of this right \
does not cause the buyer unreasonable inconvenience or unreasonable expense. \
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redispatched by the buyer without a reasonable opportunity for examination by \
him and at the time of the conclusion of the contract the seller knew or \
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right or claim of a third party, unless the buyer agreed to take the goods \
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a reasonable time after he has become aware or ought to have become aware of \
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goods is made either in conjunction with notice given under article 39 or \
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obligations, if he can do so without unreasonable delay and without causing \
the buyer unreasonable inconvenience or uncertainty of reimbursement by the \
seller of expenses advanced by the buyer. However, the buyer retains any \
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whether he will accept performance and the buyer does not comply with the \
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resort to any remedy which is inconsistent with performance by the seller.\"",
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deliver within the period so fixed.\"", "]"}], ",",
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the goods, the buyer loses the right to declare the contract avoided unless \
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whether or not the price has already been paid, the buyer may reduce the \
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had at the time of the delivery bears to the value that conforming goods \
would have had at that time. However, if the seller remedies any failure to \
perform his obligations in accordance with article 37 or article 48 or if the \
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than that provided for in the contract, the buyer may take delivery or refuse \
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consignment specifying the goods."],
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by means of transportation appropriate in the circumstances and according to \
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goods, he must hand them over at the time and place and in the form required \
by the contract. If the seller has handed over documents before that time, he \
may, up to that time, cure any lack of conformity in the documents, if the \
exercise of this right does not cause the buyer unreasonable inconvenience or \
unreasonable expense. However, the buyer retains any right to claim damages \
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quality and description required by the contract and which are contained or \
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not conform with the contract unless they:"],
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made known to the seller at the time of the conclusion of the contract, \
except where the circumstances show that the buyer did not rely, or that it \
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or, where there is no such manner, in a manner adequate to preserve and \
protect the goods."],
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"(3) The seller is not liable under subparagraphs (a) to (d) of \
the preceding paragraph for any lack of conformity of the goods if at the \
time of the conclusion of the contract the buyer knew or could not have been \
unaware of such lack of conformity."]],
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"(1) The seller is liable in accordance with the contract and \
this Convention for any lack of conformity which exists at the time when the \
risk passes to the buyer, even though the lack of conformity becomes apparent \
only after that time."],
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"(2) The seller is also liable for any lack of conformity which \
occurs after the time indicated in the preceding paragraph and which is due \
to a breach of any of his obligations, including a breach of any guarantee \
that for a period of time the goods will remain fit for their ordinary \
purpose or for some particular purpose or will retain specified qualities or \
characteristics."]],
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in the quantity of the goods delivered, or deliver goods in replacement of \
any non-conforming goods delivered or remedy any lack of conformity in the \
goods delivered, provided that the exercise of this right does not cause the \
buyer unreasonable inconvenience or unreasonable expense. However, the buyer \
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conformity of the goods if he does not give the seller notice thereof at the \
latest within a period of two years from the date on which the goods were \
actually handed over to the buyer, unless this time-limit is inconsistent \
with a contractual period of guarantee."]],
"article"[
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otherwise used, if it was contemplated by the parties at the time of the \
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by the buyer."]],
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the nature of the right or claim of the third party within a reasonable time \
after he has become aware or ought to have become aware of the right or \
claim."],
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preceding paragraph if he knew of the right or claim of the third party and \
the nature of it."]],
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require delivery of substitute goods only if the lack of conformity \
constitutes a fundamental breach of contract and a request for substitute \
goods is made either in conjunction with notice given under article 39 or \
within a reasonable time thereafter."],
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unreasonable having regard to all the circumstances. A request for repair \
must be made either in conjunction with notice given under article 39 or \
within a reasonable time thereafter."]],
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will not perform within the period so fixed, the buyer may not, during that \
period, resort to any remedy for breach of contract. However, the buyer is \
not deprived thereby of any right he may have to claim damages for delay in \
performance."]],
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obligations, if he can do so without unreasonable delay and without causing \
the buyer unreasonable inconvenience or uncertainty of reimbursement by the \
seller of expenses advanced by the buyer. However, the buyer retains any \
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a reasonable time, the seller may perform within the time indicated in his \
request. The buyer may not, during that period of time, resort to any remedy \
which is inconsistent with performance by the seller."],
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proportion as the value that the goods actually delivered had at the time of \
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time. However, if the seller remedies any failure to perform his obligations \
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transmission to the buyer in accordance with the contract of sale. If the \
seller is bound to hand the goods over to a carrier at a particular place, \
the risk does not pass to the buyer until the goods are handed over to the \
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seller is bound to hand the goods over to a carrier at a particular place, \
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buyer from the time of the conclusion of the contract. However, if the \
circumstances so indicate, the risk is assumed by the buyer from the time the \
goods were handed over to the carrier who issued the documents embodying the \
contract of carriage. Nevertheless, if at the time of the conclusion of the \
contract of sale the seller knew or ought to have known that the goods had \
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goods were handed over to the carrier who issued the documents embodying the \
contract of carriage. Nevertheless, if at the time of the conclusion of the \
contract of sale the seller knew or ought to have known that the goods had \
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contract of carriage. Nevertheless, if at the time of the conclusion of the \
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contract of carriage. Nevertheless, if at the time of the conclusion of the \
contract of sale the seller knew or ought to have known that the goods had \
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"(1) In cases not within articles 67 and 68, the risk passes to the \
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"(2) However, if the buyer is bound to take over the goods at a \
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"\"(2) However, if the buyer is bound to take over the goods at a \
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"(2) However, if the buyer is bound to take over the goods at a place \
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"(3) If the contract relates to goods not then identified, the goods \
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RowBox[{
RowBox[{"\"Section\"", "[",
RowBox[{
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) A party may suspend the performance of his \
obligations if, after the conclusion of the contract, it becomes apparent \
that the other party will not perform a substantial part of his obligations \
as a result of:\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(a) a serious deficiency in his ability to perform or \
in his creditworthiness; or\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(b) his conduct in preparing to perform or in \
performing the contract.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) If the seller has already dispatched the goods \
before the grounds described in the preceding paragraph become evident, he \
may prevent the handing over of the goods to the buyer even though the buyer \
holds a document which entitles him to obtain them. The present paragraph \
relates only to the rights in the goods as between the buyer and the \
seller.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(3) A party suspending performance, whether before or \
after dispatch of the goods, must immediately give notice of the suspension \
to the other party and must continue with performance if the other party \
provides adequate assurance of his performance.\"", "]"}]}], "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) If prior to the date for performance of the \
contract it is clear that one of the parties will commit a fundamental breach \
of contract, the other party may declare the contract avoided.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) If time allows, the party intending to declare the \
contract avoided must give reasonable notice to the other party in order to \
permit him to provide adequate assurance of his performance.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(3) The requirements of the preceding paragraph do not \
apply if the other party has declared that he will not perform his \
obligations.\"", "]"}]}], "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) In the case of a contract for delivery of goods by \
instalments, if the failure of one party to perform any of his obligations in \
respect of any instalment constitutes a fundamental breach of contract with \
respect to that instalment, the other party may declare the contract avoided \
with respect to that instalment.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) If one party's failure to perform any of his \
obligations in respect of any instalment gives the other party good grounds \
to conclude that a fundamental breach of contract will occur with respect to \
future instalments, he may declare the contract avoided for the future, \
provided that he does so within a reasonable time.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(3) A buyer who declares the contract avoided in \
respect of any delivery may, at the same time, declare it avoided in respect \
of deliveries already made or of future deliveries if, by reason of their \
interdependence, those deliveries could not be used for the purpose \
contemplated by the parties at the time of the conclusion of the contract.\"",
"]"}]}], "]"}]}], "]"}], ",",
RowBox[{"\"Section\"", "[",
RowBox[{
RowBox[{
"\"article\"", "[",
"\"Damages for breach of contract by one party consist of \
a sum equal to the loss, including loss of profit, suffered by the other \
party as a consequence of the breach. Such damages may not exceed the loss \
which the party in breach foresaw or ought to have foreseen at the time of \
the conclusion of the contract, in the light of the facts and matters of \
which he then knew or ought to have known, as a possible consequence of the \
breach of contract.\"", "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"If the contract is avoided and if, in a reasonable \
manner and within a reasonable time after avoidance, the buyer has bought \
goods in replacement or the seller has resold the goods, the party claiming \
damages may recover the difference between the contract price and the price \
in the substitute transaction as well as any further damages recoverable \
under article 74.\"", "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) If the contract is avoided and there is a current \
price for the goods, the party claiming damages may, if he has not made a \
purchase or resale under article 75, recover the difference between the price \
fixed by the contract and the current price at the time of avoidance as well \
as any further damages recoverable under article 74. If, however, the party \
claiming damages has avoided the contract after taking over the goods, the \
current price at the time of such taking over shall be applied instead of the \
current price at the time of avoidance.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) For the purposes of the preceding paragraph, the \
current price is the price prevailing at the place where delivery of the \
goods should have been made or, if there is no current price at that place, \
the price at such other place as serves as a reasonable substitute, making \
due allowance for differences in the cost of transporting the goods.\"",
"]"}]}], "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"A party who relies on a breach of contract must take \
such measures as are reasonable in the circumstances to mitigate the loss, \
including loss of profit, resulting from the breach. If he fails to take such \
measures, the party in breach may claim a reduction in the damages in the \
amount by which the loss should have been mitigated.\"", "]"}]}], "]"}], ",",
RowBox[{"\"Section\"", "[",
RowBox[{
"\"article\"", "[",
"\"If a party fails to pay the price or any other sum that \
is in arrears, the other party is entitled to interest on it, without \
prejudice to any claim for damages recoverable under article 74.\"", "]"}],
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RowBox[{
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) A party is not liable for a failure to perform any \
of his obligations if he proves that the failure was due to an impediment \
beyond his control and that he could not reasonably be expected to have taken \
the impediment into account at the time of the conclusion of the contract or \
to have avoided or overcome it or its consequences.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) If the party's failure is due to the failure by a \
third person whom he has engaged to perform the whole or a part of the \
contract, that party is exempt from liability only if:\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(a) he is exempt under the preceding paragraph; and\"",
"]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(b) the person whom he has so engaged would be so \
exempt if the provisions of that paragraph were applied to him.\"", "]"}],
",",
RowBox[{
"\"subarticle\"", "[",
"\"(3) The exemption provided by this article has effect \
for the period during which the impediment exists.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(4) The party who fails to perform must give notice to \
the other party of the impediment and its effect on his ability to perform. \
If the notice is not received by the other party within a reasonable time \
after the party who fails to perform knew or ought to have known of the \
impediment, he is liable for damages resulting from such non-receipt.\"",
"]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(5) Nothing in this article prevents either party from \
exercising any right other than to claim damages under this Convention.\"",
"]"}]}], "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"A party may not rely on a failure of the other party to \
perform, to the extent that such failure was caused by the first party's act \
or omission.\"", "]"}]}], "]"}], ",",
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RowBox[{
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) Avoidance of the contract releases both parties \
from their obligations under it, subject to any damages which may be due. \
Avoidance does not affect any provision of the contract for the settlement of \
disputes or any other provision of the contract governing the rights and \
obligations of the parties consequent upon the avoidance of the contract.\"",
"]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) A party who has performed the contract either \
wholly or in part may claim restitution from the other party of whatever the \
first party has supplied or paid under the contract. If both parties are \
bound to make restitution, they must do so concurrently.\"", "]"}]}], "]"}],
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RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) The buyer loses the right to declare the contract \
avoided or to require the seller to deliver substitute goods if it is \
impossible for him to make restitution of the goods substantially in the \
condition in which he received them.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) The preceding paragraph does not apply:\"", "]"}],
",",
RowBox[{
"\"subarticle\"", "[",
"\"(a) if the impossibility of making restitution of the \
goods or of making restitution of the goods substantially in the condition in \
which the buyer received them is not due to his act or omission;\"", "]"}],
",",
RowBox[{
"\"subarticle\"", "[",
"\"(b) if the goods or part of the goods have perished or \
deteriorated as a result of the examination provided for in article 38; or\"",
"]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(c) if the goods or part of the goods have been sold \
in the normal course of business or have been consumed or transformed by the \
buyer in the course normal use before he discovered or ought to have \
discovered the lack of conformity.\"", "]"}]}], "]"}], ",",
RowBox[{
"\"article\"", "[",
"\"A buyer who has lost the right to declare the contract \
avoided or to require the seller to deliver substitute goods in accordance \
with article 82 retains all other remedies under the contract and this \
Convention.\"", "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) If the seller is bound to refund the price, he \
must also pay interest on it, from the date on which the price was paid.\"",
"]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) The buyer must account to the seller for all \
benefits which he has derived from the goods or part of them:\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(a) if he must make restitution of the goods or part \
of them; or\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(b) if it is impossible for him to make restitution of \
all or part of the goods or to make restitution of all or part of the goods \
substantially in the condition in which he received them, but he has \
nevertheless declared the contract avoided or required the seller to deliver \
substitute goods.\"", "]"}]}], "]"}]}], "]"}], ",",
RowBox[{"\"Section\"", "[",
RowBox[{
RowBox[{
"\"article\"", "[",
"\"If the buyer is in delay in taking delivery of the \
goods or, where payment of the price and delivery of the goods are to be made \
concurrently, if he fails to pay the price, and the seller is either in \
possession of the goods or otherwise able to control their disposition, the \
seller must take such steps as are reasonable in the circumstances to \
preserve them. He is entitled to retain them until he has been reimbursed his \
reasonable expenses by the buyer.\"", "]"}], ",",
RowBox[{"\"article\"", "[",
RowBox[{
RowBox[{
"\"subarticle\"", "[",
"\"(1) If the buyer has received the goods and intends to \
exercise any right under the contract or this Convention to reject them, he \
must take such steps to preserve them as are reasonable in the circumstances. \
He is entitled to retain them until he has been reimbursed his reasonable \
expenses by the seller.\"", "]"}], ",",
RowBox[{
"\"subarticle\"", "[",
"\"(2) If goods dispatched to the buyer have been placed \
at his disposal at their destination and he exercises the right to reject \
them, he must take possession of them on behalf of the seller, provided that \
this can be done without payment of the price and without unreasonable \
inconvenience or unreasonable expense. This provision does not apply if the \
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instalments, if the failure of one party to perform any of his obligations in \
respect of any instalment constitutes a fundamental breach of contract with \
respect to that instalment, the other party may declare the contract avoided \
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parties at the time of the conclusion of the contract."]]],
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equal to the loss, including loss of profit, suffered by the other party as a \
consequence of the breach. Such damages may not exceed the loss which the \
party in breach foresaw or ought to have foreseen at the time of the \
conclusion of the contract, in the light of the facts and matters of which he \
then knew or ought to have known, as a possible consequence of the breach of \
contract."],
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within a reasonable time after avoidance, the buyer has bought goods in \
replacement or the seller has resold the goods, the party claiming damages \
may recover the difference between the contract price and the price in the \
substitute transaction as well as any further damages recoverable under \
article 74."],
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"(1) If the contract is avoided and there is a current price for \
the goods, the party claiming damages may, if he has not made a purchase or \
resale under article 75, recover the difference between the price fixed by \
the contract and the current price at the time of avoidance as well as any \
further damages recoverable under article 74. If, however, the party claiming \
damages has avoided the contract after taking over the goods, the current \
price at the time of such taking over shall be applied instead of the current \
price at the time of avoidance."],
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price is the price prevailing at the place where delivery of the goods should \
have been made or, if there is no current price at that place, the price at \
such other place as serves as a reasonable substitute, making due allowance \
for differences in the cost of transporting the goods."]],
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measures as are reasonable in the circumstances to mitigate the loss, \
including loss of profit, resulting from the breach. If he fails to take such \
measures, the party in breach may claim a reduction in the damages in the \
amount by which the loss should have been mitigated."]],
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arrears, the other party is entitled to interest on it, without prejudice to \
any claim for damages recoverable under article 74."]],
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obligations if he proves that the failure was due to an impediment beyond his \
control and that he could not reasonably be expected to have taken the \
impediment into account at the time of the conclusion of the contract or to \
have avoided or overcome it or its consequences."],
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"(2) If the party's failure is due to the failure by a third \
person whom he has engaged to perform the whole or a part of the contract, \
that party is exempt from liability only if:"],
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"subarticle"[
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period during which the impediment exists."],
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party of the impediment and its effect on his ability to perform. If the \
notice is not received by the other party within a reasonable time after the \
party who fails to perform knew or ought to have known of the impediment, he \
is liable for damages resulting from such non-receipt."],
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exercising any right other than to claim damages under this Convention."]],
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omission."]],
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obligations under it, subject to any damages which may be due. Avoidance does \
not affect any provision of the contract for the settlement of disputes or \
any other provision of the contract governing the rights and obligations of \
the parties consequent upon the avoidance of the contract."],
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part may claim restitution from the other party of whatever the first party \
has supplied or paid under the contract. If both parties are bound to make \
restitution, they must do so concurrently."]],
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to require the seller to deliver substitute goods if it is impossible for him \
to make restitution of the goods substantially in the condition in which he \
received them."],
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"(a) if the impossibility of making restitution of the goods or \
of making restitution of the goods substantially in the condition in which \
the buyer received them is not due to his act or omission;"],
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normal course of business or have been consumed or transformed by the buyer \
in the course normal use before he discovered or ought to have discovered the \
lack of conformity."]],
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to require the seller to deliver substitute goods in accordance with article \
82 retains all other remedies under the contract and this Convention."],
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part of the goods or to make restitution of all or part of the goods \
substantially in the condition in which he received them, but he has \
nevertheless declared the contract avoided or required the seller to deliver \
substitute goods."]]],
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where payment of the price and delivery of the goods are to be made \
concurrently, if he fails to pay the price, and the seller is either in \
possession of the goods or otherwise able to control their disposition, the \
seller must take such steps as are reasonable in the circumstances to \
preserve them. He is entitled to retain them until he has been reimbursed his \
reasonable expenses by the buyer."],
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any right under the contract or this Convention to reject them, he must take \
such steps to preserve them as are reasonable in the circumstances. He is \
entitled to retain them until he has been reimbursed his reasonable expenses \
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disposal at their destination and he exercises the right to reject them, he \
must take possession of them on behalf of the seller, provided that this can \
be done without payment of the price and without unreasonable inconvenience \
or unreasonable expense. This provision does not apply if the seller or a \
person authorized to take charge of the goods on his behalf is present at the \
destination. If the buyer takes possession of the goods under this paragraph, \
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"(1) If the contract is avoided and there is a current price for the \
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